Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. (a) Except as set forth on Schedule 2.11(a), as of the date of this Agreement, neither the Company nor any of its Subsidiaries nor Seller (solely with respect to the Business) is a party to or bound by any of the following, whether written or oral: (i) any pension, profit sharing, stock option, employee stock purchase or other plan, program, policy, agreement or arrangement providing for deferred or other compensation (including any bonuses or other renumeration and whether in cash or otherwise) to any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangements; (ii) any contract for the employment or service of any current manager, officer, employee or other individual service provider on a full-time, part-time, consulting or other basis providing for annual compensation opportunities in excess of $150,000; (iii) any collective bargaining agreement or other contract with any union, works council, or other labor organization or employee representative (each, a “Labor Agreement”); (iv) any contract under which the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other Person; (v) any agreement, promissory note or indenture relating to any Indebtedness or the guarantees thereof or the mortgaging, pledging, creating, granting or otherwise placing a Lien on any material asset or group of assets of the Company or its Subsidiaries; (vi) any lease or agreement pursuant to which the Company or its Subsidiaries is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000; (vii) any lease or agreement pursuant to which the Company or its Subsidiaries 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 of its Subsidiaries; (viii) any contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $150,000, other than purchase and sales contracts, orders incurred in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) below; (ix) any contract or agreement (A) relating to the licensing or granting of any rights or covenants with respect to, any Intellectual Property (whether granted to or by the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements); (x) any contract or agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries; (xii) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of business); (xv) any contract or agreement, expected to generate receipts in excess of $100,000 during the Company’s current fiscal year, with (A) any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) above; or (xvi) any other agreement which is material to the Company’s operations or business prospects or involves a consideration in excess of $250,000 annually. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreements. (b) Each of the contracts, leases, agreements and instruments set forth or required to be set forth on Schedule 2.11(a) (each, a “Material Contract”) is valid, binding and enforceable in accordance with its terms, and shall be in full force and effect without penalty in accordance with its terms upon consummation of the Closing (unless such Material Contract has expired in accordance with its terms). Except as set forth on Schedule 2.11(b), (i) the Company and its Subsidiaries has performed all obligations required to be performed by it under each Material Contract and (with or without the lapse of time or the giving of notice, or both) is not in breach or default thereunder, (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or its Subsidiaries under any Material Contract, (iii) neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has Knowledge of any breach or anticipated breach by the other parties to any Material Contract. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material Contracts. (c) The Company has made available to Buyer true, correct and complete copies of each of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a), together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as set Schedule 3.09(a) sets forth on Schedule 2.11(a)a true, correct and complete list as of the date of this Agreement, neither Agreement of each of the Company nor following types of Contracts to which any Trilogy Party or any of its Subsidiaries nor Seller (solely with respect to the Business) is a party to or bound by any of the following, whether written or oralparty: (i) all Contracts evidencing any pensionobligations of the Company or any of its Subsidiaries with respect to the issuance, profit sharingsale, stock option, employee stock purchase repurchase or other plan, program, policy, agreement redemption of any Equity Interests of the Company or arrangement providing for deferred or other compensation (including any bonuses or other renumeration and whether in cash or otherwise) to any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangementsof its Subsidiaries; (ii) all collective bargaining agreements or Contracts with any contract labor union with respect to employees of the Company or any of its Subsidiaries and any such agreements currently in negotiation or proposed; (iii) all Contracts for capital expenditures or the acquisition of fixed assets in excess of $5,000,000; (iv) all Contracts for the employment or service of any current manager, officer, individual employee or other individual service provider person on a full-time, part-time, time or consulting or other basis in each case providing for annual compensation opportunities in excess of $150,000; 100,000 and any such agreements currently in negotiation or proposed (iii) any collective bargaining agreement or other contract with any union, works council, or other labor organization or employee representative (each, a each an “Labor Employment Agreement”); (iv) any contract under which the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other Person; (v) any agreement, promissory note or indenture all Contracts relating to any Indebtedness or the guarantees thereof or the to mortgaging, pledging, creating, granting pledging or otherwise placing a Lien (other than Permitted Liens except any Permitted Liens described in clause (ix) of the definition thereof) on any material asset or group of assets of the Company or any of its Subsidiaries; (vi) all guarantees of any lease obligation for Indebtedness or agreement pursuant other guaranty of performance relating to any Person other than the Company or any of its Subsidiaries; (vii) all Contracts, including any management agreement, under which the Company or any of its Subsidiaries is lessee of or holds holds, manages or operates any property, real or personal, personal property owned by any other partyPerson, except for any lease of real which the annual contract payments exceed $1,000,000, or personal property under which the aggregate annual rental payments do not exceed $100,000there are any material outstanding obligations; (viiviii) any lease or agreement pursuant to all Contracts under which the Company or any of its Subsidiaries is lessor of or permits any third party to hold hold, manage or operate any property, real or personal, owned or controlled by for which the Company or any of its Subsidiaries; (viii) any annual contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of payments exceed $150,000, other than purchase and sales contracts, orders incurred in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) below1,000,000; (ix) all Contracts or any contract group of related Contracts with the same Person (and its Affiliates) which provide, or agreement would reasonably be expected to provide, for payments in excess of $1,000,000 in the calendar year ending on December 31, 2015; (x) all Contracts that (A) relating to the licensing or granting of any rights or covenants with respect to, any Intellectual Property (whether granted to or by the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to prohibit the Company or any of its Subsidiaries from freely engaging in business anywhere in the ordinary course of business for generally available commercialworld (other than, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate feeavoidance of doubt, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s Lease or any of its Subsidiaries’ ability agreement to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements); (x) any contract or agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries; (xii) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those keep information confidential entered into in the ordinary course of business); , (FB) grants provide for “most favored nations” terms or establish an exclusive sale or purchase obligation with respect to any product or geographic area or (C) contain a “right of exclusive rights, rights first offer” or “right of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications ” on behalf of any other Person to acquire the Company or any of its Subsidiaries or any assets or business thereof; (xi) all Contracts pursuant to which payments by the Company or any of its Subsidiaries will be required to an employee or service provider of the Company’s Software Company or any of their Subsidiaries in connection with the consummation of the Contemplated Transactions; (other than xii) all Contracts pursuant to commitments performed which the Company or any of its Subsidiaries has acquired or disposed of any properties or other assets with a value in the ordinary course excess of business under service level agreements$1,000,000 or which contains material indemnification, maintenance and support agreements); (I) revenueearn-sharing out or commission other outstanding obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) all Contracts for any settlement, conciliation joint venture or similar agreement partnership with any Governmental Authority or Person (other Person containing obligations yet to be performed or completed by either or both partiesthan a wholly-owned Subsidiary of the Company); (xiv) all Contracts relating to any contract Related Party Transactions; (xv) any stock option, stock purchase, stock appreciation plan or agreement with other equity or equity-based arrangement; (xvi) all Contracts relating to the licensing of Company Intellectual Property by the Company or any Material Customer of its Subsidiaries to a third party or Material Supplier of any material Intellectual Property by a third party to the Company or any of its Subsidiaries (except statements for licenses of work commercially available off-the-shelf software which require a payment of less than $100,000 per year); (xvii) all Contracts under which the Company or purchase orders entered into any of its Subsidiaries has advanced or loaned an amount to any Person (other than Related Party Transactions), other than trade credit in the ordinary course of business; (xviii) all Contracts entered into since January 1, 2011 involving any resolution or settlement of any actual or threatened Action or other dispute which has a value greater than $1,000,000 or imposes any continuing obligations on any of the Company or any of its Subsidiaries, including injunctive or other non-monetary relief; (xix) all Contracts to which a physician or an “immediate family member” of a physician (as such term is defined for purposes of the ▇▇▇▇▇ Law) is a party, whether or not such agreement relates to medical services (each, a “Physician Contract”); (xvxx) all Contracts with Key Suppliers; (xxi) all Contracts with a health care provider involving annual amounts exceeding $100,000, including, without limitation, hospitals, hospice providers, home health providers and therapy providers; (xxii) any contract Contract with a Governmental Entity; and (xxiii) all Contracts pursuant to which the Company of any of its Subsidiaries has the right to acquire or agreementlease any additional parcel of real property (i.e., expected any parcel of property not constituting a part of Owned Real Property or Leased Real Property as of the date hereof). The Contracts described in the foregoing clauses (i) through (xviii), whether entered into prior to, on or after the date hereof, are collectively referred to generate receipts in excess as “Company Contracts.” For the avoidance of $100,000 during doubt, this Section 3.09(a) does not require the listing of any Contract solely between or among the Company or one or more of its wholly-owned Subsidiaries, on the one hand (other than any Contracts with OpCo Finance, PRO LLC, the EIK or their respective Subsidiaries after giving effect to the Contemplated Transactions), and one or more of the wholly-owned Subsidiaries of the Company’s current fiscal year, with on the other hand, or any Lease (A) any Governmental Authority, (B) any prime contractor of a Governmental Authority which Leases are addressed in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) above; or (xvi) any other agreement which is material to the Company’s operations or business prospects or involves a consideration in excess of $250,000 annually. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreementsSection 3.07). (b) Each Prior to the date hereof, the Company has provided to the Purchaser, or have provided the Purchaser access through an electronic dataroom to, a true, correct and complete copy of all Company Contracts, together with all material amendments, waivers or other changes thereto, as in effect as of the contracts, leases, agreements and instruments set forth or required to be date hereof. There are no oral Company Contracts. (c) Except as set forth on Schedule 2.11(a3.09(c), (a) (each, a “Material Contract”) is all of the Company Contracts are valid, binding and enforceable in accordance with its termsbinding, and shall be in full force and effect without penalty effect, and enforceable in all material respects by the Company and its Subsidiaries against the parties thereto in accordance with its terms upon consummation their respective terms, (b) to the Company’s Knowledge, no party thereto has asserted that any such Company Contract is invalid or unenforceable, and (c) to the Company’s Knowledge, no party has given written notice of the Closing (unless such Material any intent to amend or terminate any Company Contract has expired in accordance or of any material dispute with its terms)respect to any Company Contract. Except as set forth on Schedule 2.11(b3.09(c), (i) the Company and its Subsidiaries has performed all obligations required to be performed by it under each Material Contract and (with or without the lapse of time or the giving of notice, or both) is not in breach or default thereunder, (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or its Subsidiaries under any Material Contract, (iii) neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has Knowledge of any that is party to a Company Contract is in material breach or anticipated breach by default thereunder and, to the Company’s Knowledge, no other parties party to any Material Company Contract is in material breach or default thereunder, and to the Company’s Knowledge, no event has occurred that (with or without notice, lapse of time or both) would constitute a material breach or default under any Company Contract. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material Contracts. (c) The Company has made available to Buyer true, correct and complete copies of each of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a), together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as set forth on Schedule 2.11(a4.2(l), as neither of the date of this Agreement, neither the Company nor any of its Subsidiaries nor Seller (solely with respect to the Business) Companies is a party to any Contract or bound by any group of related Contracts of a type described below (such Contracts that are required to be listed on Schedule 4.2(l) are herein referred to as the following, whether written or oral:“Material Contracts”): (i) any pension, profit sharing, stock option, employee stock purchase or other plan, program, policy, agreement or arrangement providing for deferred or other compensation (including any bonuses or other renumeration and whether in cash or otherwise) relating to any current pending or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangementscompleted material business acquisition by either of the Companies within the past three (3) years; (ii) any contract for the employment or service of any current manager, officer, employee or other individual service provider on a full-time, part-time, consulting or other basis providing for annual compensation opportunities in excess of $150,000collective bargaining agreement; (iii) any collective bargaining agreement Contract for the employment or engagement of any officer, individual employee or other contract with any union, works council, Person on a full-time or other labor organization or employee representative consulting basis providing for base compensation in excess of Fifty Thousand Dollars (each, a “Labor Agreement”)$50,000) per annum; (iv) any contract under Contract: (i) relating to the borrowing of money or other Indebtedness, including assumed Indebtedness; or (ii) pursuant to which either of the Company Companies has loaned or its Subsidiaries has advanced money to any Person, other than advances to employees for business expenses to be incurred in the ordinary course of business consistent with past practice or loaned money to, guaranteed an amount for sales to customers on credit in the benefit ordinary course of or made an Investment in any other Personbusiness consistent with past practice; (v) any agreementforward purchase or sale, promissory note futures, options or indenture relating to any Indebtedness similar commodity hedging or the guarantees thereof or the mortgaging, pledging, creating, granting or otherwise placing a Lien on any material asset or group of assets of the Company or its Subsidiariesderivative Contracts; (vi) any lease Lease or agreement pursuant to under which the Company or its Subsidiaries it is lessee of or holds or operates any property, real or personal, tangible personal property owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed rent exceeds Fifty Thousand Dollars ($100,00050,000); (vii) any lease or agreement pursuant to which the Company or its Subsidiaries 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 of its Subsidiaries; (viii) any contract Contract or group of related contracts Contracts with the same party for the purchase, maintenance or group acquisition of affiliated parties goods, materials, products, supplies, merchandise, equipment, parts or other property or services, under which (A) the performance undelivered balance of which involves consideration in the aggregate such products or services has a value in excess of Fifty Thousand Dollars ($150,000, other than purchase 50,000) and sales contracts, orders incurred in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) below; (ix) any contract or agreement (A) relating to the licensing or granting of any rights or covenants with respect to, any Intellectual Property (whether granted to or by the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements); (x) any contract or agreement with a term of more than six months which such arrangement is not terminable upon on less than thirty (30) days’ notice without penalty and involves a consideration material Liability; (viii) any Contract for the acquisition of fixed assets or real property in excess of Fifty Thousand Dollars ($250,000 annually50,000) or for capital expenditures or capitalized Leases; (xiix) any contract or agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries; (xii) any contract or agreement containing any Contract which prohibits either of the following provisions enforceable against Companies from freely engaging in business anywhere in the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements world (other than those entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders confidentiality agreements entered into in the ordinary course of business); (xvx) any contract Contract for the licensing of material Company Intellectual Property by a third party to either of the Companies or agreement, expected by either of the Companies to generate receipts in excess of $100,000 during the Company’s current fiscal year, with a third party (Aother than licenses to use commercially available non-customized software); (xi) any (a) power of attorney, (b) joint venture or partnership agreement or (c) consent order, decree or judgment, settlement or conciliation Contract; and (xii) without limiting the generality of the foregoing, any Contract with any (a) Governmental Authority, (Bb) any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority Top Supplier or (Cc) any subcontractor at any tier with respect director, officer, member or Affiliate of either of the Companies. Buyer has been given access to any agreement or contract of a type described in clauses (A) or (B) above; or (xvi) any other agreement which is material to the Company’s operations or business prospects or involves a consideration in excess of $250,000 annually. The descriptions true and correct copy of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) Material Contracts together with the disclosures on Schedule 2.11(b) identify all material amendments, waivers and or other modifications to such agreements. (b) Each of the contracts, leases, agreements and instruments set forth or required to be set forth on Schedule 2.11(a) (each, a “Material Contract”) is valid, binding and enforceable in accordance with its terms, and shall be in full force and effect without penalty in accordance with its terms upon consummation of the Closing (unless such Material Contract has expired in accordance with its terms)changes thereto. Except as set forth on Schedule 2.11(b4.2(l), as of the date hereof: (i) each of the Company Contracts listed on Schedule 4.2(l) are valid and its Subsidiaries has performed all binding obligations required to be performed by it of the applicable Company; (ii) neither of the Companies is in material default under each Material any Contract listed on Schedule 4.2(l); and (with or without iii) to the lapse Companies’ Knowledge, the other party to each of time or the giving of notice, or bothContracts listed on Schedule 4.2(l) is not in breach or material default thereunder, (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or its Subsidiaries under any Material Contract, (iii) neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has Knowledge of any breach or anticipated breach by the other parties to any Material Contract. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material Contracts. (c) The Company has made available to Buyer true, correct and complete copies of each of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a), together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as Schedule 5.18 hereto (with paragraph references corresponding to those set forth on Schedule 2.11(abelow) contains a true and complete list of each of the following contracts (true and complete copies or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto, have been delivered or made available to PMCT), as to which STH or any of the date of this Agreement, neither the Company nor any of its STH Subsidiaries nor Seller (solely with respect to the Business) is a party to or bound by which any of the following, whether written or oralHotel is bound: (i) any pension, profit sharing, stock option, employee stock purchase or other plan, program, policy, agreement or arrangement all contracts providing for deferred or other compensation (including any bonuses or other renumeration and whether in cash or otherwise) to any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangementsthe management of the Hotels; (ii) any contract for all franchise agreements (the employment or service of any current manager, officer, employee or other individual service provider on a full-time, part-time, consulting or other basis providing for annual compensation opportunities in excess of $150,000"Franchise Agreements"); (iii) any collective bargaining agreement all material contracts providing for a commitment of employment or other contract with any union, works council, consultation services for a specified or other labor organization or employee representative (each, a “Labor Agreement”)unspecified term; (iv) all contracts with any contract under which person containing any provision or covenant prohibiting or materially limiting the Company ability of STH or its any of the STH Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment to engage in any other Personbusiness activity or to compete with any person; (v) all partnership, joint venture, stockholders' or other similar contracts with any agreement, promissory note or indenture relating to any Indebtedness or the guarantees thereof or the mortgaging, pledging, creating, granting or otherwise placing a Lien on any material asset or group of assets of the Company or its Subsidiariesperson; (vi) all notes, debentures, bonds and other evidence of indebtedness which are secured or collateralized by mortgages, deeds of trust or other security interests in any lease Hotel or agreement pursuant to which the Company or its Subsidiaries is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which of STH or any of the aggregate annual rental payments do not exceed $100,000STH Subsidiaries; (vii) all contracts relating to any lease or agreement pursuant to which the Company or its Subsidiaries 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 of its Subsidiariesbusiness combination; (viii) all contracts between or among STH or any contract or group of related contracts with the same party or group of affiliated parties STH Subsidiaries, on the performance of which involves consideration in the aggregate in excess of $150,000, other than purchase and sales contracts, orders incurred in the ordinary course of businessone hand, and contracts responsive to clause (ii) above any of their stockholders or clause (xiv) belowaffiliates, on the other hand; (ix) all collective bargaining or similar labor contracts; and (x) all other contracts that involve the annual payment or potential annual payment pursuant to the terms of such contract, by or to STH or any contract of the STH Subsidiaries of more than $25,000 or agreement aggregate payments in excess of $300,000 that will not (A) relating be fully performed on or prior to the licensing or granting of any rights or covenants with respect to, any Intellectual Property (whether granted to or by the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”)Effective Time, (B) related to expire by their terms within 90 days following the acquisitionEffective Time, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting be cancelable by the Company’s or any of its Subsidiaries’ ability to useSurviving Entity, enforcewithout penalty, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements); (x) any contract or agreement with a term of upon not more than six months which is not terminable upon less than thirty (30) days’ notice 30 days notice, including, without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries; (xii) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into in the ordinary course of business); (F) grants of exclusive rightslimitation, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of business); (xv) any contract or agreement, expected to generate receipts in excess of $100,000 during the Company’s current fiscal year, with (A) any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) above; or (xvi) any other agreement which is material to the Company’s operations or business prospects or involves a consideration in excess of $250,000 annually. The descriptions of all contracts, leases, agreements contracts for purchase and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendmentssale of assets, waivers advance booking contracts and other modifications to such agreementsbanquet contracts. (b) Each of the contracts, leases, agreements and instruments set forth or contract required to be set forth disclosed on Schedule 2.11(a) (each5.18 is in full force and effect and constitutes a legal, a “Material Contract”) is validvalid and binding agreement, binding and enforceable in accordance with its termsterms and, and shall be in full force and effect without penalty in accordance with its terms upon consummation except as disclosed on Schedule 5.18, neither STH, any of the Closing STH Subsidiaries nor, to the knowledge of STH, any other party to such contract is in violation, breach or default under any such contract (unless such Material Contract has expired in accordance or with its terms). Except as set forth on Schedule 2.11(b), (i) the Company and its Subsidiaries has performed all obligations required to be performed by it under each Material Contract and (with notice or without the lapse of time or the giving of noticeboth would be in violation, or both) is not in breach or default thereunderunder any such contract), (ii) no event has occurred which with the passage effect of time which, individually or in the giving of notice or both would aggregate, could reasonably be expect to result in a default, breach or event of noncompliance by the Company or its Subsidiaries under any an STH Material Contract, (iii) neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has Knowledge of any breach or anticipated breach by the other parties to any Material Contract. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material ContractsAdverse Effect. (c) The Company has made available to Buyer true, correct and complete copies of each Franchise Agreements disclosed on Schedule 5.18 constitute all of the written contracts, leases, franchise or similar agreements necessary to operate and instruments manage the Hotels and neither STH nor any STH Subsidiary has received any notice or has any knowledge of an accurate description event of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a), together with all amendments, waivers default or other changes theretotermination or proposed termination under any such Franchise Agreement.

Contracts and Commitments. (a) Except as set Schedule 3.08 sets forth on Schedule 2.11(a), as a list of the date of this Agreement, neither the Company nor each Contract to which any Purchased Subsidiary or any of its Subsidiaries nor Seller (solely with respect to the Business) is a party to or bound by any of the following, whether written or oralwhich it is bound: (i) any pensionfor the purchase of materials, profit sharingsupplies, stock optiongoods, employee stock purchase services, equipment or other planassets (other than purchase orders or Contracts for services in the ordinary course of business) which (A) has resulted in payments during the period from January 1, program2010 to October 31, policy2010 or (B) pursuant to its terms, agreement or arrangement providing for deferred or other compensation (including any bonuses or other renumeration and whether requires payments to be made during the twelve months immediately following October 31, 2010, in cash or otherwise) each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to any current or former managersthe Indian Company, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangementsof at least $100,000; (ii) any contract for the employment sale by any Purchased Subsidiary or service any of any current managerits Subsidiaries of materials, officersupplies, employee goods, services, equipment or other individual service provider on a full-timeassets that (A) has generated billed revenue during the period from January 1, part-time2010 to October 31, consulting 2010 or other basis providing for annual compensation opportunities (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in excess each case, of at least $150,000275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000; (iii) any collective bargaining that is a note, debenture, bond, equipment trust, letter of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other contract with any union, works council, Person (other than a Purchased Subsidiary or other labor organization or employee representative (each, a “Labor Agreement”its Subsidiaries); (iv) any contract under which the Company that is a collective bargaining or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other Personsimilar labor agreement; (v) any agreement, promissory note or indenture relating to any Indebtedness or the guarantees thereof or the mortgaging, pledging, creating, granting or otherwise placing a Lien on any material asset or group of assets of the Company or its Subsidiaries; (vi) any lease or that is an agreement pursuant to by which the Company or its Subsidiaries is lessee use of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000; (vii) any lease or agreement pursuant to which the Company or its Subsidiaries 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 of its Subsidiaries; (viii) any contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $150,000, other than purchase and sales contracts, orders incurred in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) below; (ix) any contract or agreement (A) relating to the licensing or granting of any rights or covenants with respect to, any Intellectual Property (whether granted to or by the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect material to the Business), other than (1) non-exclusive licenses granted Business is licensed to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property Person (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements); (x) any contract or agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material indemnification provided to or licenses granted by the Company Purchased Subsidiaries or their Subsidiaries to any of its Subsidiaries; (xii) any contract or agreement containing any customer of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance Purchased Subsidiaries and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into their Subsidiaries in the ordinary course of business); (xvvi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or their Subsidiaries and having a replacement cost and annual license fee as of October 31, 2010 of less than $275,000); (vii) that relates to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (viii) that is with any customer of any Purchased Subsidiary or any of its Subsidiaries that provides for any “most favored nation” pricing or any other similar pricing; (ix) that is an agreement that confers to any customer of the Purchased Subsidiaries or their Subsidiaries any ownership of any material software (including source code) or other material Intellectual Property owned or developed by or on behalf of the Purchased Subsidiaries or their Subsidiaries; (x) that contains a covenant not to compete that limits the conduct of the Business; (xi) that provides for the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) or issuance of any Securities at any time since January 1, 2009; (xii) that is entered into with (a) Seller, (b) any contract Affiliate of Seller or agreement, expected to generate receipts in excess of $100,000 during the Company’s current fiscal year, with (Ac) any Governmental Authorityemployee, (B) officer or director of the Purchased Subsidiaries, any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority their Subsidiaries or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) aboveSeller; or (xvixiii) that is a material amendment or material modification to any other agreement which of the foregoing currently in effect. Each such Contract described in clauses “(i)” through “(xiii)” above is material described in Schedule 3.08(a) and referred to the Company’s operations or business prospects or involves herein as a consideration in excess of $250,000 annually. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreements“Material Contract.” (b) Each of Material Contract is, and immediately following the contractsClosing will be, leases, agreements and instruments set forth or required to be set forth on Schedule 2.11(a) (each, a “Material Contract”) is valid, binding and in full force and effect and enforceable in accordance with its termsterms with respect to any Purchased Subsidiary or any of their Subsidiaries party thereto and, to Seller’s knowledge, each other party to such Contract, in each case subject to the limitations of bankruptcy Laws, other similar Laws affecting creditors’ rights and shall be general principles of equity affecting the availability of specific performance and other equitable remedies. No Purchased Subsidiary or any of their Subsidiaries is, or will be, immediately following the Closing, nor to Seller’s knowledge is any other party thereto, in full force and effect without penalty breach, violation or default in accordance with its terms upon consummation any material respect under any such Material Contract. None of the Closing (unless such Material Contract has expired in accordance with its terms). Except as set forth on Schedule 2.11(b), (i) the Company and its Purchased Subsidiaries or their Subsidiaries has performed all obligations required received or given any written or to be performed by it under each Material Contract and (with Seller’s knowledge, oral notice or without the lapse claim of time any material breach or the giving of noticeviolation of, or both) is not in breach or default thereunderunder, (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or its Subsidiaries under any Material Contract, (iii) neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has Knowledge of any breach or anticipated breach by the other parties to any Material Contract. There are no renegotiations The Purchased Subsidiaries and their Subsidiaries have not received or given any written, or to Seller’s knowledge, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of, or attempts or requests to renegotiate or outstanding rights to renegotiaterequest a material refund (other than refunds accounted for in the Financial Statements) under, any terms of any of the Material ContractsContract. (c) The Company has Purchased Subsidiaries have made available to Buyer true, correct and complete copies of each of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a), together with all amendments, waivers or other changes theretoMaterial Contracts.

Contracts and Commitments. (a) Except as set forth on Schedule 2.11(a), expressly contemplated by this Agreement or as of disclosed in the Issuer SEC Reports filed prior to the date of this AgreementAgreement or on the attached Contracts Schedule or the attached Employee Benefits Schedule or the attached Real Property Schedule, neither the Company Issuer nor any of its Subsidiaries nor Seller (solely with respect to the Business) Subsidiary is a party to or bound by any of the following, whether written or oral: (i) any pension, profit sharing, stock option, employee stock purchase or other plan, program, policy, agreement plan or arrangement providing for deferred or other compensation (including any bonuses or other renumeration and whether in cash or otherwise) to any current or former managers, officers, employees or any other individual service providers employee benefit plan or severance, change in controlarrangement, or transaction related bonus any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (ii) any contract for the employment or service of any current manager, officer, individual employee or other individual service provider Person on a full-time, part-time, consulting or other basis providing for annual compensation opportunities in excess of $150,000100,000 or contract relating to loans to officers, directors or Affiliates; (iii) contract under which the Issuer or Subsidiary has advanced or loaned any collective bargaining agreement or other contract with any union, works council, or other labor organization or employee representative (each, a “Labor Agreement”)Person amounts in the aggregate exceeding $250,000; (iv) any contract under which the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other Person; (v) any agreement, promissory note agreement or indenture relating to any borrowed money or other Indebtedness or the guarantees thereof or the mortgaging, pledging, creating, granting pledging or otherwise placing a Lien on any material asset or material group of assets of the Company or Issuer and/or its Subsidiaries; (v) guarantee of any obligation in excess of $100,000 (other than by the Issuer of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Issuer's debts or of another wholly-owned Subsidiary's debts) other than in connection with the Credit Agreement; (vi) any lease or agreement pursuant to under which the Company Issuer or its Subsidiaries any Subsidiary is lessee of or holds or operates any property, real or personal, personal property owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,00050,000; (vii) any lease or agreement pursuant to under which the Company Issuer or its Subsidiaries any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company Issuer or any of its SubsidiariesSubsidiary, respectively; (viii) any contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $150,000, other than purchase and sales contracts, orders incurred in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) below250,000; (ix) any contract assignment, license, indemnification or agreement (A) relating to the licensing or granting of any rights or covenants with respect toto any material intangible property (including, without limitation, any Intellectual Property (whether granted to or by the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreementsRights); (x) express warranty agreement with respect to its services rendered or its products sold or leased; (xi) agreement under which it has granted any contract Person any registration rights (including, without limitation, demand and piggyback registration rights); (xii) sales, distribution or franchise agreement the performance of which involves consideration in excess of $250,000; (xiii) agreement, the performance of which involves consideration in excess of $250,000, with a term of more than six months which is not terminable by the Issuer or any Subsidiary upon less than thirty (30) days’ 30 days notice without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries; (xii) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both partiespenalty; (xiv) any contract or agreement with prohibiting it from freely engaging in any Material Customer business or Material Supplier (except statements of work or purchase orders entered into competing anywhere in the ordinary course of business)world; (xv) any contract joint venture agreement or agreementother agreement pursuant to which the Issuer or any Subsidiary has made, expected to generate receipts in excess of $100,000 during the Company’s current fiscal year, with (A) any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier with respect to any agreement governing the Issuer's or contract of a type described any Subsidiary's investment in clauses (A) or (B) aboveany other person; or (xvi) any other agreement which is material to the Company’s its operations or and business prospects or involves a consideration in excess of $250,000 annually. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreements. (b) Each All of the contracts, leases, agreements and instruments set forth or required to be set forth on the Contracts Schedule 2.11(a) (each, a “Material Contract”) is are valid, binding and enforceable in accordance with its their respective terms, and shall be in full force and effect without penalty in accordance with its terms upon consummation of the Closing (unless such Material Contract has expired in accordance with its terms). Except as set forth on the Contracts Schedule, the Litigation Schedule, the Liabilities Schedule 2.11(b)or the Real Property Schedule, (i) the Company Issuer and its Subsidiaries each Subsidiary has performed all material obligations required to be performed by it under each Material Contract the contracts, agreements and (with instruments listed on the Contracts Schedule or without the lapse of time or the giving of notice, or both) is required to be set forth and are not in default under or in breach of nor in receipt of any claim of default or default thereunderbreach under any material contract, (ii) agreement or instrument to which the Issuer or any Subsidiary is subject and no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company Issuer or its Subsidiaries any Subsidiary under any Material Contractmaterial contract, (iii) neither agreement or instrument to which the Company nor Issuer or any Subsidiary is subject; the Issuer has any no present expectation or intention of not fully performing all of its obligations under a Material Contract, (iv) such obligations; the Issuer has no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has Knowledge knowledge of any breach or anticipated breach by the other parties to any material contract, agreement, instrument or commitment to which it is a party; and neither the Issuer nor any Subsidiary is a party to any contract or commitment or group of contracts or commitments the performance of which could have a Material Contract. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material ContractsAdverse Effect. (c) The Company has made Upon request, the Issuer will make available to Buyer true, the Purchasers a true and correct and complete copies copy of each of the written contractsinstruments, leasesplans, contracts and agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are listed on, referred to or required to be listed on or referred to on the Contracts Schedule 2.11(a)or the Employee Benefits Schedule, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (ai) Except as expressly contemplated by this Agreement or as set forth on Schedule 2.11(a)2N attached hereto, as neither of (a) the Companies nor (b) any of the date Sellers or their Affiliates (as such contract or commitment relates to either of this Agreement, neither the Company nor any of its Subsidiaries nor Seller (solely with respect to the BusinessCompanies) is a party to or bound by any of the following, whether written or oral: (ia) any pension, profit sharing, stock option, employee stock purchase or other plan, program, policy, agreement plan or arrangement providing for deferred or other compensation (including any bonuses or other renumeration and whether in cash or otherwise) to any current or former managers, officers, employees or any other individual service providers employee benefit plan, arrangement or severancepractice, change in controlwhether formal or informal; (b) collective bargaining agreement or any other contract with any labor union, or transaction related bonus severance agreements, programs, policies or arrangements; (iic) any management agreement or contract for the employment or service of any current manager, officer, individual employee or other individual service provider Person on a full-time, part-time, consulting or other basis providing for which (i) provides annual cash or other compensation opportunities in excess of $150,00050,000, (ii) provides for the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated hereby or (iii) otherwise restricts his, her, or its ability to terminate the employment of any employee at any time for any lawful reason or for no reason without penalty or liability; (iiid) contract or agreement involving any collective bargaining agreement or other contract with any union, works council, or other labor organization or employee representative (each, a “Labor Agreement”)Governmental Entity; (ive) any contract under which the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other Person; (v) any agreement, promissory note agreement or indenture relating to any borrowed money or other Indebtedness or the guarantees thereof or the mortgaging, pledging, creating, granting pledging or otherwise placing a Lien on any material asset or material group of assets of either of the Company Companies or its Subsidiariesany letter of credit arrangements; (vif) any Guarantee, other than endorsements made for collection in the ordinary course of business; (g) lease or agreement pursuant to under which either of the Company or its Subsidiaries Companies is (i) lessee of or holds or operates any personal property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000; 25,000 or (viiii) any lease or agreement pursuant to which the Company or its Subsidiaries is lessor of or permits any third party to hold hold, occupy, or operate any property, real or personal, owned or controlled by either of the Company or any of its SubsidiariesCompanies; (viiih) any contract or group of related contracts with the same party or group of affiliated parties for the performance purchase or sale of raw materials, commodities, supplies, products, equipment or other personal property or services under which involves consideration in the aggregate undelivered balance since December 31, 1996 of such products and services has a selling price in excess of $150,000, other than purchase and sales contracts, orders incurred in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) below25,000; (ixi) any other contract or agreement (A) relating to the licensing or granting of any rights or covenants with respect to, any Intellectual Property (whether granted to or by the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together contracts with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) same party or (C) affecting the Company’s or any group of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements); (x) any contract or agreement with affiliated parties continuing over a term period of more than six months which is from the date or dates thereof, not terminable by either of the Companies upon 30 days or less than thirty (30) days’ notice without penalty and involves a consideration in excess of or involving more than $250,000 annually25,000; (xij) any contract relating to the marketing, sale, advertising or agreement regarding any material indemnification provided to or by the Company or any promotion of its Subsidiariesproducts; (xiik) any contract agreements relating to the ownership of, investments in or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights loans and advances to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed including investments in the ordinary course of business under service level agreements, maintenance joint ventures and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisionsminority equity investments; (xiiil) any settlementlicense, conciliation royalty, indemnification or similar other agreement with respect to any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; intangible property (xiv) including any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of businessIntellectual Property rights); (xvm) any agent, sales representative, sales or distribution agreement; (n) power of attorney or other similar agreement or grant of agency; (o) contract or agreementagreement prohibiting it from freely engaging in any business or competing anywhere in the world, expected to generate receipts in excess of $100,000 during the Company’s current fiscal yearincluding, with (A) without limitation, any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority nondisclosure or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) aboveconfidentiality agreements; or (xvip) any other agreement which is material to the Company’s its operations or and business prospects or involves a consideration in excess of $250,000 25,000 annually. The descriptions , whether or not in the ordinary course of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreementsbusiness. (bii) Each All of the contracts, leases, agreements and instruments set forth or required to be set forth on Schedule 2.11(a2N (the "Material Contracts") (each, a “Material Contract”) is are valid, binding and enforceable in accordance with its their respective terms, except as such enforceability may be limited by (x) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors' rights generally and (y) applicable equitable principles (whether considered in a proceeding at law or in equity). Each of the Material Contracts shall be in full force and effect in all material respects without penalty in accordance with its their terms upon consummation of the Closing (unless such Material Contract has expired in accordance with its terms)transactions contemplated hereby. Except as set forth on Schedule 2.11(b), (i) Each of the Company and its Subsidiaries Companies has performed all material obligations required to be performed by it under each Material Contract and (with or without the lapse of time or the giving of notice, or both) is not in default under or in material breach of nor in receipt of any claim of default or default thereunder, (ii) breach under any Material Contract; no event has occurred which with the passage of time or the giving of notice or both would result in a material default, material breach or material event of noncompliance by either of the Company or its Subsidiaries Companies under any Material Contract, (iii) neither ; and none of the Company nor any Subsidiary Mann▇▇▇ ▇▇▇ties has any present expectation or intention of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has Knowledge of any breach or cancellation or anticipated breach or cancellation by the other parties to any Material Contract. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material Contracts. (ciii) The Company Purchaser has made available to Buyer true, been supplied with a true and correct and complete copies copy of each of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a)Material Contract, together with all material amendments, waivers or other changes theretothereto (all of which amendments, waivers or other changes thereto are described on Schedule 2N).

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on Schedule 2.11(a)in SCHEDULE 3.11 hereto, as of the date of this Agreement, neither the Company nor any of its Subsidiaries nor Seller (solely with respect to the Business) is not a party to or bound by any of the following, whether written or oral: (i) any pension, profit sharing, stock option, employee stock purchase management agreement or other plancontract relating to the Company's management or operation of any property, program, policy, agreement or arrangement providing for deferred or other compensation (including any bonuses or other renumeration and whether in cash or otherwise) than agreements involving the payment of less than $50,000 per year which are not otherwise material to any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangementsthe Company's business; (ii) any contract for the employment or service of any current manager, officer, individual employee or other individual service provider Person on a full-time, part-time, consulting or other basis providing for annual compensation opportunities in excess or contract relating to loans to officers, directors or Affiliates of $150,000the Company; (iii) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, works councilor severance agreements, programs, policies or other labor organization or employee representative (each, a “Labor Agreement”)arrangements; (iv) any contract under which the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in to any other PersonPerson amounts in the aggregate exceeding $50,000; (v) any agreement, promissory note agreement or indenture relating to any Indebtedness borrowed money or the guarantees thereof other indebtedness or the mortgaging, pledging, creating, granting pledging or otherwise placing a Lien on any material asset or material group of assets of the Company or its SubsidiariesCompany; (vi) guarantee of any obligation, or power of attorney granted to any Person; (vii) lease or agreement pursuant to under which the Company or its Subsidiaries is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,00050,000; (viiviii) any lease or agreement pursuant to under which the Company or its Subsidiaries 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 of its SubsidiariesCompany; (viiiix) any contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $150,000, other than purchase and sales contracts, orders incurred in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) below; (ix) 50,000 during any contract or agreement (A) relating to the licensing or granting of any rights or covenants with respect to, any Intellectual Property (whether granted to or by the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non12-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements)month period; (x) any contract assignment, license, indemnification or agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annuallyrespect to any intangible property; (xi) agreement under which it has granted any contract or agreement regarding person any material indemnification provided to or by the Company or any of its Subsidiariesregistration rights (including, without limitation, demand and piggyback registration rights); (xii) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement prohibiting it from freely engaging in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into competing anywhere in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of business); (xv) any contract or agreement, expected to generate receipts in excess of $100,000 during the Company’s current fiscal year, with (A) any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) aboveworld; or (xvixiii) any other agreement which is material to the Company’s its operations or and business prospects or involves a consideration in excess of $250,000 annually. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications as presently proposed to such agreementsbe conducted. (b) Each of All the contracts, leases, agreements and instruments set forth or required to be set forth on Schedule 2.11(a) (each, a “Material Contract”) is in SCHEDULE 3.11 hereto are valid, binding and enforceable in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and shall be other laws affecting the rights of creditors generally and to general principles of equity (whether considered in full force and effect without penalty a proceeding in accordance with its terms upon consummation of the Closing (unless such Material Contract has expired in accordance with its termsequity or at law). Except as set forth on Schedule 2.11(b), (i) the The Company and its Subsidiaries has performed all obligations required to be performed by it under each Material Contract and (with or without the lapse of time or the giving of notice, or both) is not in breach default under any such contract, agreement or instrument, nor has the Company received any claim of default thereunderunder any such contract, (ii) no agreement or instrument, in each case which defaults could, in the aggregate, reasonably be expected to result in a Material 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 by the Company or its Subsidiaries under any such contract, agreement or instrument which defaults, breaches or events of noncompliance could, in the aggregate, reasonably be expected to result in a Material Contract, (iii) neither the Adverse Effect. The Company nor any Subsidiary has any no present expectation or intention of not fully performing in all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or deliveryrespects all such obligations, and (v) neither the Company nor any of its Subsidiaries has Knowledge does not have knowledge of any breach or anticipated breach by the other parties to any such contract, agreement, instrument or commitment which breaches could, in the aggregate, reasonably be expected to result in a Material Contract. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material ContractsAdverse Effect. (c) The Company has made available delivered to Buyer true, the Investor's counsel a true and correct and complete copies copy of each of the written contractsinstruments, leasesplans, contracts and agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a)in SCHEDULE 3.11 hereto, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as set forth on Schedule 2.11(a)6.09, none of the Acquired Companies is, as of the date of this Agreementhereof, neither the Company nor any of its Subsidiaries nor Seller (solely with respect to the Business) is a party to or bound by any of the following, whether written or oral: any: (i) any collective bargaining agreement; (ii) pension, profit sharing, stock option, employee stock purchase sharing or other retirement plan, programother than any Multiemployer Plan or any Company Plan, policy, agreement whether or arrangement providing for deferred not set forth in Section 6.14 or other compensation the Schedules relating thereto; (including any bonuses or other renumeration and whether in cash or otherwiseiii) to any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangements; (ii) any contract Contract for the employment or service of any current manager, officer, officer or individual employee or other individual service provider on a full-time, part-time, consulting or other time basis providing for annual compensation opportunities a base salary in excess of three hundred thousand dollars ($150,000; 300,000) per annum, except for any such Contracts that are terminable upon notice of sixty (iii60) any collective bargaining agreement days or other contract with any union, works council, less by an Acquired Company without liability or other labor organization or employee representative (each, a “Labor Agreement”); financial obligation; (iv) any contract under which the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other Person; (v) any agreement, promissory note indenture or indenture other evidence of Indebtedness relating to any Indebtedness the borrowing of money or the guarantees thereof or the to mortgaging, pledging, creating, granting pledging or otherwise placing a Lien (other than a Permitted Lien set forth in clauses (i)-(vi) of the definition thereof) on any material asset or group portion of the assets of the Company Acquired Companies; (v) guaranty of any obligation for borrowed money or its Subsidiaries; other material guaranty; (vi) any individual lease or agreement pursuant to under which the Company or its Subsidiaries it is lessee of of, or holds or operates any property, real or personal, personal property owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed rent exceeds two hundred and fifty thousand dollars ($100,000; 250,000) in a twelve (12) month period; (vii) any lease or agreement pursuant to under which the Company or its Subsidiaries it is lessor of or permits any third third-party to hold or operate any property, real or personal, owned or controlled by for which the Company or any of its Subsidiaries; rent exceeds one hundred thousand dollars ($100,000) in a twelve (12) month period; (viii) any contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $150,000, other than purchase and sales contracts, orders incurred in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) below; (ix) any contract or agreement (A) relating to the licensing or granting of any rights or covenants with respect to, any Intellectual Property (whether granted to or by the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements); (x) any contract or agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries; (xii) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of business); (xv) , any contract Contracts with any customers or agreementsuppliers of the Acquired Companies, expected to generate receipts in each case involving consideration in excess of seven hundred fifty thousand dollars ($100,000 during 750,000); (ix) Contracts pursuant to which any of the Company’s current fiscal yearAcquired Companies grants to a third-party, with (A) or a third-party grants to the Company or any Governmental Authorityof their Acquired Companies, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority license, sublicense, right, consent, waiver, covenant or (C) any subcontractor at any tier non-assertion with respect to any agreement or contract of a type described material Intellectual Property, in clauses (A) or (B) above; or (xvi) any other agreement which is material to the Company’s operations or business prospects or involves a each case involving consideration in excess of $250,000 annually. The descriptions 500,000 per annum, other than Contracts for the license of all contractscommercially available, leasesoff-the-shelf software available on standard terms; (x) Contracts that provide for (A) the creation or development by any Acquired Company for any other Person, agreements and instruments identified or for any Acquired Company by any other Person, of material Intellectual Property (including any joint development), or (B) the assignment or other transfer to any Acquired Company from any other Person, or from any Acquired Company to any other Person, of any material Intellectual Property; (xi) Contracts prohibiting or restricting in any respect the ability of any Acquired Company to engage in any business, to operate in any geographical area or to compete with any Person; (xii) Contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material assets or line of business entered into during the past three (3) years or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material assets or line of business; (xiii) each joint venture Contract, partnership agreement, limited liability company agreement, strategic alliance agreement or other similar Contract with a third party (a) involving any sharing of profits, revenues, fee income, losses, costs or liabilities or otherwise based in whole or in part on Schedule 2.11(a) together with financial performance measures of the disclosures on Schedule 2.11(b) identify all amendmentsAcquired Companies, waivers other than royalties and other modifications fees paid under licenses entered into in the ordinary course of business or (b) pursuant to which the Acquired Companies have any ownership interest in any other Person (in each case, other than with respect to wholly owned Subsidiaries of the Company); (xiv) Contracts providing for the grant of an option or a first-refusal, first-offer or similar preferential right to purchase, lease or acquire any material asset of the Acquired Companies; (xv) Contracts granting exclusivity, “most favored nations”, “take or pay” or similar rights, in each case involving consideration in excess of five hundred thousand dollars ($500,000); (xvi) Contract with any supplier (a) that is a sole source supplier to the Acquired Companies or (b) from which the Acquired Companies source substantially all of their supply of any material product or service, except where the Acquired Companies would likely be able to replace such source of supply with a substitute supply without material delay; (xvii) Contracts under which any of the benefits thereunder, to any Person party thereto, shall be increased, or the vesting of benefits of which shall be accelerated, solely by the consummation of the Transactions or the value of any of the benefits of which shall be calculated on the basis of any of the Transactions, excluding any Plan; (xviii) Contracts currently in effect to which any present or former director, officer, employee, stockholder or holder of derivative securities of the Acquired Companies, or any member of any such Person’s immediate family, or any entity owned or controlled by any such Person, is a party, excluding any Plans or other benefit or compensation plan or other plans, programs, policies, commitments or arrangements; (xix) settlement or coexistence agreement with respect to any pending or threatened action (a) entered into within twelve (12) months prior to the date of this Agreement, other than settlement agreements for cash only (which has been paid) that does not exceed $200,000 as to such agreementssettlement or (b) with respect to which unsatisfied amounts or ongoing obligations remain outstanding; (xx) documents that may be required to be filed by the Company as an exhibit for a Form S-1 pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation S-K under the Securities Act as if the Company was the registrant; and (xxi) any written offer or proposal which, if accepted, would constitute any of the foregoing. (b) Each of the contracts, leases, agreements and instruments set forth Contracts listed or required to be set forth listed on Schedule 2.11(a) (each6.09 is in full force and effect, and is the legal, valid and binding obligation of either the Company or a “Material Contract”) Subsidiary of the Company which is validparty thereto, binding and and, to the Company’s knowledge, of the other parties thereto enforceable against each of them in accordance with its terms, and shall be in full force and effect without penalty in accordance with its terms upon consummation of the Closing (unless such Material Contract has expired in accordance with its terms). Except as set forth on Schedule 2.11(b)6.09, (i) the no Acquired Company and its Subsidiaries has performed all obligations is in material default under any Contract listed or required to be performed by it under listed on Schedule 6.09, and, to the Company’s knowledge, the other party to each Material Contract and (with of the Contracts listed or without the lapse of time or the giving of notice, or both) required to be listed on Schedule 6.09 is not in breach or material default thereunder. Except as set forth on Schedule 6.09, (ii) no event has occurred which that with the passage lapse of time or the giving of notice or both would result in constitute a default, material breach or event default on the part of noncompliance by the Company, or any Subsidiary of the Company or its Subsidiaries or, to the Company’s knowledge, any other party under any Material ContractContract listed or required to be listed on Schedule 6.09. To the knowledge of the Company, (iii) neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a Material Contract, (ivi) no Material party to any Contract is currently subject to listed or is expected required to be subject to cancellation, listed on Schedule 6.09 has exercised any termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or deliveryrights with respect thereto, and (vii) neither the Company nor any of its Subsidiaries no party has Knowledge given written notice of any breach or anticipated breach by the other parties material dispute with respect to any Material ContractContract listed or required to be listed on Schedule 6.09. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material Contracts. (c) The Company has made available to the Buyer true, true and correct and complete copies of each of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred Contract listed or required to be listed on Schedule 2.11(a)6.09, together with all material amendments, waivers modifications or other changes supplements thereto.

Contracts and Commitments. (a) Except Schedule 3.12(a) lists all Material Contracts (as set forth on Schedule 2.11(a), hereinafter defined) as of the date hereof. For purposes of this Agreement, neither “Material Contracts” shall mean, (i) all Contracts, involving any payments in an amount in excess of $1,000,000 within a twelve (12) month period; (ii) all acquisition, disposition, merger, asset or stock purchase or sale Contracts entered into by the Company nor or any of its Subsidiaries nor Seller within six (solely with respect 6) years prior to the Business) is a party to or bound by any of the following, whether written or oral: (i) any pension, profit sharing, stock option, employee stock purchase or other plan, program, policy, agreement or arrangement date hereof providing for deferred continuing obligations or other compensation (including any bonuses or other renumeration and whether in cash or otherwise) to any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangements; (ii) any contract for the employment or service of any current manager, officer, employee or other individual service provider on a full-time, part-time, consulting or other basis providing for annual compensation opportunities in excess of $150,000; (iii) any collective bargaining agreement or other contract with any union, works council, or other labor organization or employee representative (each, a “Labor Agreement”); (iv) any contract under which the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other Person; (v) any agreement, promissory note or indenture relating to any Indebtedness or the guarantees thereof or the mortgaging, pledging, creating, granting or otherwise placing a Lien on any material asset or group of assets Liabilities of the Company or any of its Subsidiaries; ; (viiii) any lease all Contracts which provide for, or agreement pursuant to which relate to, the incurrence by the Company or its Subsidiaries is lessee any Subsidiary of or holds or operates any property, real or personal, owned by any Indebtedness for borrowed money in an aggregate amount greater than $2,000,000; (iv) all guaranties of indebtedness of persons other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000; (vii) any lease or agreement pursuant to which than the Company or its Subsidiaries is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled Subsidiary extended by the Company or any of its Subsidiaries; ; (viiiv) all Contracts that limit or purport to limit the Company or any of its Subsidiaries from engaging in any line of business or in a business in a geographic area or during any period of time; (vi) any contract material license or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration other material Contract in the aggregate in excess of $150,000, other than purchase and sales contracts, orders incurred in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) below; (ix) any contract or agreement (A) relating to the licensing or granting respect of any rights Intellectual Property; (vii) all material joint venture, partnership or covenants with respect tosimilar arrangements or agreements involving a sharing of profits, any Intellectual Property (whether granted to losses, costs or Liabilities by the Company or any of its SubsidiariesSubsidiaries with any other person; (viii) all collective bargaining Contracts and plant closing Contracts with any labor union, trade union or to other employee representative, body or by Seller or any organization of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to a group of employees of the Company or any of its Subsidiaries in under which there are open or continuing obligations of the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s Company or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for Subsidiaries; (ix) all Contracts with any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property Significant Customers and Suppliers (“Ancillary Licenses”excluding purchase orders), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements); ; (x) any contract or agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material written Contract providing for the indemnification provided to or by the Company or any of its Subsidiaries; (xii) any contract or agreement containing any Subsidiaries of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in for any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (Liability, other than those entered into in the ordinary course of business); and (Fxi) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of all other “material contracts” within the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of business); (xv) any contract or agreement, expected to generate receipts in excess of $100,000 during the Company’s current fiscal year, with (A) any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) above; or (xvi) any other agreement which is material to the Company’s operations or business prospects or involves a consideration in excess of $250,000 annually. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreements. (b) Each of the contracts, leases, agreements and instruments meaning set forth or required to be set forth on Schedule 2.11(ain Item 601(b)(10) (each, a “Material Contract”) is valid, binding and enforceable in accordance with its terms, and shall be in full force and effect without penalty in accordance with its terms upon consummation of Regulation S-K promulgated under the Closing (unless such Material Contract has expired in accordance with its terms). Except as set forth on Schedule 2.11(b), (i) the Company and its Subsidiaries has performed all obligations required to be performed by it under each Material Contract and (with or without the lapse of time or the giving of notice, or both) is not in breach or default thereunder, (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or its Subsidiaries under any Material Contract, (iii) neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has Knowledge of any breach or anticipated breach by the other parties to any Material Contract. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material ContractsExchange Act. (c) The Company has made available to Buyer true, correct and complete copies of each of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a), together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as set forth on Schedule 2.11(a), as Section 4.16(a) of the date of this Agreement, neither the Company nor any of its Subsidiaries nor Seller (solely with respect to the Business) is Disclosure Schedule contains a party to or bound by any true and complete list of the followingfollowing written contracts and agreements (as amended, whether written or oral:supplemented and modified to date, collectively, the “Contracts”): (i) any pensionall loan agreements, profit sharingindentures, stock optionmortgages and guaranties, employee stock purchase letters of credit or other plan, program, policy, agreement agreements relating to borrowed money or arrangement providing for deferred pledging or other compensation (including any bonuses placing a Lien on a Company or other renumeration Subsidiary asset or to which the Company or the Subsidiary is a party and whether in cash or otherwise) to any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangementsinvolving an obligation of more than $15,000; (ii) any contract for all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements to which the employment Company or service the Subsidiary is a party involving an obligation of any current manager, officer, employee or other individual service provider on a full-time, part-time, consulting or other basis providing for annual compensation opportunities in excess of more than $150,00015,000; (iii) any collective bargaining agreement all management agreements or other contract with agreements for the employment of any unionofficer, works councilindividual employee, or other labor organization Person or employee representative entity on a full time, part time, or consulting basis or providing for the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated hereby, upon the termination of employment (eachincluding severance payments, but excluding payments required by applicable laws), or as performance or other bonus, to which the Company or the Subsidiary is a “Labor Agreement”)party; (iv) any contract all agreements under which the Company or its Subsidiaries the Subsidiary has advanced or loaned money to, guaranteed any other Person or entity in an amount in excess of $1,000 individually or $5,000 in the aggregate (other than advances to employees for business expenses in the benefit ordinary course of the Company’s or made an Investment in any other Personthe Subsidiary’s business); (v) any agreement, promissory note or indenture relating to any Indebtedness or the guarantees thereof or the mortgaging, pledging, creating, granting or otherwise placing a Lien on any material asset or group of assets of all agreements under which the Company or its Subsidiariesthe Subsidiary is lessee of, or holds or operates any real property; (vi) all other contracts, agreements, commitments or purchase orders to which the Company or the Subsidiary is a party or by which the Company, the Subsidiary, or any lease of their property is a party and that involve future payments, liabilities or receipts by the Company or the Subsidiary of more than $15,000 in the case of any single contract, agreement or commitment or purchase order and that cannot be cancelled by the Company within 45 days’ notice without premium or penalty; (vii) all collective bargaining agreements, or other agreements with any labor union, work counsel or similar body, executive compensation plans, bonus agreements or plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements or arrangements to which the Company or the Subsidiary is a party; (viii) all agency, distributor, sales representative, franchise or similar agreements to which the Company or the Subsidiary is a party pursuant to which the Company or its Subsidiaries is lessee the Subsidiary has received during the immediately preceding calendar year, or expects to receive during the current calendar year, payments in excess of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,00015,000; (viiix) all agreements concerning any lease partnership, joint venture, or agreement pursuant similar arrangement to which the Company or the Subsidiary is a party; (x) all warranty agreements with respect to the Company’s or the Subsidiary’s services rendered or its Subsidiaries is lessor products sold, leased or licensed; (xi) all agreements that provide any customer with pricing, discounts or benefits that change based on the pricing, discounts or benefits offered to other customers of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company or any of its Subsidiariesthe Subsidiary, including, without limitation, contracts containing “most favored nation” provisions; (viiixii) all agreements that contain performance guarantees; (xiii) all agreements to which the Company or the Subsidiary is a party involving the settlement of any action or threatened action with respect to which (A) any contract unpaid amount exceeds $15,000 or (B) conditions precedent to the settlement have not been satisfied; (xiv) all agreements appointing any agent to act on the Company’s or the Subsidiary’s behalf and all powers of attorney; (xv) all agreements which prohibits the Company or the Subsidiary from freely engaging in business anywhere in the world without any limitation or adverse consequences; and (xvi) all other agreements (or group of related contracts with the same party or group of affiliated parties agreements) (x) the performance of which involves consideration of $15,000 per year or $25,000 in the aggregate in excess of $150,000, other than purchase and sales contracts, orders incurred in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) below; (ix) any contract or agreement (A) relating to the licensing or granting of any rights or covenants with respect to, any Intellectual Property (whether granted to or which cannot be cancelled by the Company within 45 days notice without premium or any of its Subsidiaries, penalty or to or by Seller or any of its other Affiliates with respect to the Business), other than (1y) non-exclusive licenses granted which is material to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements); (x) any contract or agreement with a term of more than six months which is was not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries; (xii) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of business); (xv) any contract or agreement, expected to generate receipts in excess of $100,000 during the Company’s current fiscal year, with (A) any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) above; or (xvi) any other agreement which is material to the Company’s operations or business prospects or involves a consideration in excess of $250,000 annually. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreements. (b) Each Except as set forth in Section 4.16(b) of the contractsCompany Disclosure Schedule: (i) each Contract is a valid and binding agreement of the Company or the Subsidiary, leasesas applicable, agreements and instruments set forth enforceable against the Company or required to be set forth on Schedule 2.11(a) (eachthe Subsidiary, a “Material Contract”) is validas applicable, binding and enforceable in accordance with its terms, and, to the Company’s Knowledge, each Contract is a valid and binding agreement of the other parties thereto, and, to the Company’s Knowledge, shall continue to be so enforceable and in full force and effect without penalty in accordance with its on identical terms upon consummation of following the Closing Closing; (unless such Material Contract has expired in accordance with its terms). Except as set forth on Schedule 2.11(b), (iii) the Company and its Subsidiaries or the Subsidiary has performed fulfilled all material obligations required pursuant to be the Contracts to have been performed by it under each Material Contract and (with or without the lapse of time or the giving of notice, or both) is not in breach or default thereunder, (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or its Subsidiaries under any Material Contractthe Subsidiary, as applicable, prior to the date hereof and the Closing Date; (iii) neither the Company nor the Subsidiary is in breach of or default under any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a Material material Contract, ; and (iv) no Material Contract is currently subject to Parent has been supplied with, or is expected to be subject to cancellationhas been given access to, termination or any other material modification by the other party thereto or is subject to any penaltya true, right of set-off or other charge by the other party thereto for late performance or deliverycorrect, and (v) neither complete copy in all material respects of all written Contracts and a true, correct, and complete summary of the Company nor any of its Subsidiaries has Knowledge material provisions of any breach or anticipated breach by the other parties to any Material Contract. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material Contracts. (c) The Company has made available to Buyer true, correct and complete copies of each of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a)Contract not in writing, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as Section 3.11(a) of the Disclosure Schedules sets forth a true, complete and correct list of the following Contracts to which any Company Group Member is a party or is bound (collectively, whether set forth or required to be set forth on Schedule 2.11(a), as Section 3.11(a) of the date of this AgreementDisclosure Schedules, neither together with any Contract with a Key Vendor and any Affiliate Contracts, the Company nor any of its Subsidiaries nor Seller (solely with respect to the Business) is a party to or bound by any of the following, whether written or oral:“Material Contracts”): (i) any pension, profit sharing, stock option, employee stock purchase or other plan, program, policy, agreement or arrangement Contracts providing for deferred joint ventures, partnerships or other compensation (including sharing of profits with any bonuses or other renumeration and whether in cash or otherwise) to any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangementsthird party; (ii) any contract Contracts providing for the employment acquisition or service disposition by any Company Group Member of any current managerbusiness, officerdivision or product line (whether by merger, employee sale of shares, sale of assets or otherwise) or the acquisition by any Company Group Member of any equity interest in any other individual service provider on a full-time, part-time, consulting or other basis providing for annual compensation opportunities in excess Person under which there remain any obligations of $150,000the Company Group; (iii) any collective bargaining agreement or other contract with any union, works council, or other labor organization or employee representative (each, a “Labor Agreement”)Contracts providing for Indebtedness for borrowed money of the Company Group; (iv) Contracts with any contract under bank, credit union or other financial institution pursuant to which the Company offers such bank’s, credit union’s or its Subsidiaries has advanced financial institution’s deposit account or loaned money to, guaranteed an amount for the benefit of or made an Investment in loan products to any other PersonCompany customer; (v) Contracts under which any agreement, promissory note or indenture relating Company Group Member has loaned any amount to any Indebtedness or the guarantees thereof or the mortgagingPerson other than another Company Group Member, pledging, creating, granting or otherwise placing a Lien on any material asset or group portion of assets of the Company or its Subsidiarieswhich remains outstanding; (vi) Contracts creating any lease or agreement pursuant to which Lien (other than Permitted Liens) upon any assets of the Company or its Subsidiaries is lessee Group securing obligations in excess of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000; (vii) any lease or agreement Contracts pursuant to which the any Company or its Subsidiaries 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 of its Subsidiaries; (viii) any contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $150,000, other than purchase and sales contracts, orders incurred in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) below; (ix) any contract or agreement Group Member (A) relating licenses in or is otherwise granted the right to use Intellectual Property or Technology of another Person that has not expired in accordance with its terms with no surviving obligations (other than (1) non-exclusive licenses for unmodified, commercially available “off-the-shelf” software that have been granted on standardized, generally available terms and not material to the licensing business of the Company Group and (2) Open Source Software); (B) licenses out or granting of any rights or covenants with respect to, otherwise grants another Person the right to use any Intellectual Property (whether granted to or by Technology of the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), Group (other than (1) non-exclusive licenses granted to the Company or any of its Subsidiaries customers in the ordinary course Ordinary Course of business for generally Business consistent with past practices, under licensing terms that are consistent in all material respects, in substance, with the form agreement(s) made available commercial, unmodified, “off to Parent and identified on Section 3.11(a)(vii) of the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”)Disclosure Schedules, (2) non-exclusive, term-limited trademark licenses for Open Source Software, granted in the Ordinary Course of Business and incidental to commercial agreements or (3) incidental non-exclusive licenses nondisclosure agreements entered into in the Ordinary Course of Business, solely with respect to the limited right to evaluate certain information of the Company Group in accordance with the terms set forth therein); or (C) assigns or transfers or agreed to assign or transfer any material Intellectual Property granted in or Technology to or from any Company Group Member; (viii) Contracts providing for the ordinary course development of business that are ancillary to the overall subject matter of the contract or agreementany Company Software, the primary purpose of which is something other than the grant of rights under Company Intellectual Property (“Ancillary Licenses”), (B) related or Technology purported to be owned by the acquisition, divestiture, or development of Intellectual Property Company Group (other than employee invention assignment agreementsagreements and consulting agreements that validly and effectively assign ownership thereof to the Company Group on the Company Group’s standard form); (ix) Contracts governing the transfer, consulting agreements, licensing or contractor agreementsother Processing of Personal Information of consumers to or by (or on behalf of) the Company Group, in each case, executed on where such Contract is material to the Company’s or its applicable Subsidiary’s standard form business of agreementthe Company Group, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements)taken as a whole; (x) Contracts containing provisions that expressly limit the ability of the Company Group to engage in any contract line of business or agreement business activity in any geographic area or compete with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annuallyany Person or that impose any exclusivity or similar obligation on any Company Group Member; (xi) Contracts providing for any contract grant of exclusive rights to license, market, or agreement regarding any material indemnification provided to or by sell the Company Group’s products, services, Intellectual Property or Technology to any other Person, or any of its SubsidiariesContract that requires the Company Group to do business on an exclusive basis or to price any products or services on a “most favored nation” basis, or that limit price increases; (xii) any contract Contracts that provided for the expenditure of more than $100,000 in the aggregate during the twelve-month (12-month) period ended September 30, 2024 or agreement containing any are reasonably expected to involve the expenditure of more than $100,000 in the aggregate by the end of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation remaining term of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisionssuch Contract; (xiii) Contracts pursuant to which any settlementCompany Group Member is a party, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements is otherwise bound, and the contracting counterparty of work or purchase orders entered into in the ordinary course of business); (xv) any contract or agreement, expected to generate receipts in excess of $100,000 during the Company’s current fiscal year, with which (A) any is a Governmental Authority, Entity or (B) any prime contractor to the Knowledge of a Governmental Authority the Company, has entered into such Contract in its capacity as a prime contractor or other subcontractor of any Contract with a Governmental Entity and such Contract imposes upon the Company obligations or other liabilities due to such Governmental Entity; (xiv) leases under which the Company Group leases, subleases or otherwise has a right to occupy Leased Real Property; (xv) Contracts containing any Governmental Authority standstill or similar agreement pursuant to which the Company Group has agreed not to acquire assets or securities of any Person; (Cxvi) Contracts that contain any subcontractor at any tier with respect restriction on the ability of the Company Group to any agreement or contract of a type described in clauses (A) solicit or hire (whether as an employee, independent contractor, consultant or otherwise) any Person other than ordinary course employee non-solicit/hire arrangements that would not reasonably be expected to be material to the Company Group, taken as a whole or (B) abovesolicit business from any Person; (xvii) Contracts providing for indemnification by the Company Group, except indemnification of directors, officers and employees as set forth in their respective organizational documents and for customary indemnification provisions in third party Contracts entered into in the Ordinary Course of Business; (xviii) all shareholder agreements, investors’ rights agreements, voting rights agreements and other similar agreements entered into with Company Securityholders; or (xvixix) Contracts evidencing financial or commodity hedging or similar trading activities, including any other agreement which is material to the Company’s operations interest rate swaps, financial derivatives master agreements or business prospects confirmations, or involves a consideration in excess of $250,000 annually. The descriptions of all contracts, leases, futures account opening agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreementsand/or brokerage statements or similar Contracts. (b) Each Material Contract is valid and binding on the Company or a Subsidiary of the contractsCompany to the extent the Company or a Subsidiary of the Company is a party thereto, leasesas applicable, agreements and, to the Knowledge of the Company, on each other party thereto and instruments set forth or required to be set forth on Schedule 2.11(a) (each, a “Material Contract”) is valid, binding in full force and effect and enforceable in accordance with its terms, in each case, subject to the Bankruptcy and shall be in full force and effect without penalty in accordance with its terms upon consummation Equity Exception. The Company or a Subsidiary of the Closing (unless such Material Contract has expired in accordance with its terms). Except Company, as set forth on Schedule 2.11(b)applicable, (i) and, to the Company and its Subsidiaries has performed all obligations required to be performed by it under Knowledge of the Company, each Material Contract and (with or without of the lapse of time or the giving of noticeother parties thereto, or both) is are not in material breach of, default or default thereunderviolation under, (ii) any of such Contracts and no event has occurred which that, with the passage of time or the giving of notice or both lapse of time, or both, would result in constitute such a defaultmaterial breach, default or violation. No Company Group Member has received notice alleging there is a material breach or event default on the part of noncompliance by the Company or any of its Subsidiaries under any Material Contract, (iii) neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has Knowledge of any breach or anticipated breach by the other parties to any such Material Contract. There are no renegotiations ofA true, or attempts or requests correct and complete copy (or, in the case of oral Contracts, summaries (in reasonable detail of all material provisions)) of each Material Contract has been made available by the Company to renegotiate or outstanding rights to renegotiate, any terms of any of the Material ContractsParent. (c) The Prior to the date hereof, the Company has made available delivered to Buyer Parent true, complete and correct and complete copies of each all template forms of Consumer Contracts to which any Company Group Member is a party or is bound as of the written contracts, leases, agreements and instruments and an accurate description of date hereof (each a “Consumer Contract Template”). Section 3.11(c) of the oral arrangementsDisclosure Schedules identifies, contracts as of the date hereof, all Consumer Contracts to which any Company Group Member is a party or is bound and agreements which are referred to on Schedule 2.11(a)that is inconsistent in form or substance with the Consumer Contract Template, together in any material respect, in each case, describing the inconsistencies with all amendments, waivers reasonable particularity. “Consumer Contract” means any Contract containing the version(s) of terms of service or other changes theretosubscription in effect as of the date of this Agreement, earned wage or income-based advance terms or conditions, or other loan agreement terms executed by any natural person in their personal capacity in connection with services offered by or through the Company Group currently in effect or which has any continuing obligations.

Contracts and Commitments. (a) Except as set forth on Schedule 2.11(a), as 3.09(a) contains a list of the date of this Agreement, neither following contracts to which the Company nor any of its Subsidiaries nor Seller (solely with respect to the Business) is a party or is otherwise bound (all such contracts required to or bound by any of the followingbe listed on Schedule 3.09(a), whether written or oral:collectively, “Material Contracts”): (i) contract or agreement with any pension, profit sharing, stock optionstaffing agent, employee stock purchase leasing agency, or other plan, program, policy, agreement or arrangement providing for deferred or other compensation (including any bonuses or other renumeration and whether in cash or otherwise) provider of contingent workers to any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangementsthe Company; (ii) contract, agreement, instrument or indenture relating to the borrowing of money or incurrence, guaranty or assumption of Indebtedness or to mortgaging, pledging or otherwise placing a Lien, except for Permitted Liens, on any contract for portion of the employment or service assets of any current manager, officer, employee or other individual service provider on a full-time, part-time, consulting or other basis providing for annual compensation opportunities in excess of $150,000the Company; (iii) any collective bargaining agreement or other contract with any union, works council, or other labor organization or employee representative (each, a “Labor Agreement”); (iv) any contract under which the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in advance or loan to any other Person; Person (v) any agreement, promissory note or indenture relating other than a routine advance made to any Indebtedness or the guarantees thereof or the mortgaging, pledging, creating, granting or otherwise placing a Lien on any material asset or group of assets an employee of the Company or its Subsidiaries; (vi) any lease or agreement pursuant to which the Company or its Subsidiaries is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000; (vii) any lease or agreement pursuant to which the Company or its Subsidiaries 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 of its Subsidiaries; (viii) any contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $150,000, other than purchase and sales contracts, orders incurred in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) below; (ix) any contract or agreement (A) relating to the licensing or granting of any rights or covenants with respect to, any Intellectual Property (whether granted to or by the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements); (x) any contract or agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries; (xii) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of business); (xviv) contract, 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 or has an unexpired term in excess of one (1) year; (v) contract or agreement, expected to generate receipts that requires capital expenditures in excess of $100,000 during 50,000 following the Company’s current fiscal yearClosing Date; (vi) contract for the sale or purchase of fixed assets or real estate having a value individually, with (A) any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier with respect to all sales or purchases thereunder, in excess of $100,000, other than Contracts in which the applicable acquisition or disposition has been consummated and there are no material liabilities remaining thereunder; (vii) contract that requires the Company to purchase its total requirements of any product or service from a third Person (viii) contract or agreement relating to any acquisition of another Person, any equity interests of another Person or a material portion of the business or assets of another Person by the Company within the last five (5) years, in each case, other than those under which all liabilities, obligations and responsibilities of the Company have (1) expired or been fully discharged or performed or (2) been assigned to another Person that is not the Company; (ix) contract containing earn-out, deferred or contingent payment obligations on the part of the Company; (x) contract or agreement relating to the licensing or use of any third party Intellectual Property (other than non-exclusive licenses for commercially available, unmodified, off-the-shelf software licensed for aggregate fees of less than $10,000); (xi) contract or agreement relating to (a) the licensing of, or use by a third party of, any Intellectual Property owned or controlled by the Company (other than nonexclusive licenses to customers granted in the ordinary course of business), or (b) the development of Intellectual Property for the Company; (xii) Affiliate Agreement; (xiii) contract or agreement (other than confidentiality agreements entered into in the ordinary course of business) which places any material (1) restriction or limitation on the Company from freely engaging in any line of business or otherwise competes with any Person, (2) restriction or limitation in any manner the location the Company may operate or otherwise conduct business, (3) prohibition or limitation in any manner the right or ability of the Company to make, sell or distribute any products or services to or purchase any products or services from any Person, or (4) restriction or limitation in any manner the right or ability of the Company to solicit, hire or employ any Person; (xiv) except for nondisclosure agreements entered into in connection with the sale process of the Company, contract restricting or limiting in any manner the right or ability of any third party to (1) compete with the Company or (2) solicit, hire or employ any employee of the Company; (xv) contract or agreement with a Material Supplier; (xvi) contract or agreement with a Material Customer. (xvii) Government Contract; (xviii) contract or agreement that is a settlement, conciliation or similar agreement entered into during the past five (5) years with any Governmental Entity or third party involving the payment or receipt in excess of $50,000, including any contract related to any matter that, if made available to and known by the public, would reasonably be expected to result in public disgrace or disrepute, contempt, scandal, ridicule or substantial harm to the reputation or public standing of the Company; (xix) contract or agreement which the Company has (1) granted “most favored nation” or similar pricing terms, (2) agreed to sell or provide a minimum quantity of goods or services to, or agreed to sell or provide goods or services exclusively to, a certain Person, (3) granted any right of first refusal, right of first offer, right of first negotiation or similar right, or that could otherwise require the disposition of any assets or line of business of the Company, or (4) granted marketing or distribution rights relating to any products or territory; (xx) collective bargaining agreements or other agreements or contracts with any union or labor organization; (xxi) any employment, consulting, severance or compensation agreements or contracts (or similar arrangements) with employees, independent contractors or consultants which obligate the Company to pay more than $100,000 in any one (1) year period; (xxii) contract for the employment or severance of any current or former employee, director or other service provider of the Company and pursuant to which the Company has, or could reasonably be expected to have, any actual or contingent Liability or obligation to provide compensation or benefits in consideration for past, present or future services; (xxiii) contract which provides the counterparty (other than the Company) with a power of attorney to bind the Company; (xxiv) contract that imposes any confidentiality, standstill or similar obligation on the Company, except for those entered into in the ordinary course of business or in connection with the sale process of the Company or in connection with acquisitions of assets pursued by the Company in the ordinary course of business; (xxv) any partnership, joint venture or similar contract or agreement or any contract or agreement relating to ownership of a type described or investment in clauses (A) or (B) aboveany other Person; or (xvixxvi) any other agreement which is material to contract not otherwise listed on Schedule 3.09(a) entered into outside the Company’s operations or ordinary course of business prospects or involves a for consideration in excess of $250,000 annually. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreements100,000. (b) Each of the contracts, leases, agreements and instruments set forth or required to be set forth on Schedule 2.11(a) (each, a “Material Contract”) is valid, binding and enforceable in accordance with its terms, and shall be in full force and effect without penalty in accordance with its terms upon consummation of the Closing (unless such Material Contract has expired in accordance with its terms). Except as set forth on Schedule 2.11(b), (i) the Company and its Subsidiaries has performed all obligations required to be performed by it under each Material Contract and (with or without the lapse of time or the giving of notice, or both) is not in breach or default thereunder, (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or its Subsidiaries under any Material Contract, (iii) neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has Knowledge of any breach or anticipated breach by the other parties to any Material Contract. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material Contracts. (c) The Company has made available to Buyer trueTrue, correct and complete copies of each all Material Contracts, including any amendments, waivers, or modifications thereto, have been made available to Purchaser. A true, correct and complete summary of the written contracts, leases, agreements and instruments and an accurate description material terms of each non-written Material Contract has been made available to Purchaser. (c) Each 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 and general principles of equity affecting the availability of specific performance and other equitable remedies, and neither the Company nor, to the Company’s Knowledge, any other Person party to any such Material Contract is in, or is alleged in writing to be in, material breach of or default under any such Material Contract. The Company has not received any written or, to the Company’s Knowledge, oral notice of non-renewal or termination of any Material Contract. No event has occurred, and no condition exists, that, after notice or lapse of time or both, would constitute a material violation, breach or event of default on the part of the Company under any Material Contract, or to the Company’s Knowledge, any other party thereto. No party to any Material Contract has exercised any termination rights with respect thereto, and no such party has given any written or, to the Company’s Knowledge, oral arrangements, contracts and agreements which are referred notice of any significant dispute with respect to on Schedule 2.11(a), together with all amendments, waivers or other changes theretoany Material Contract.

Contracts and Commitments. (a) Except as set forth on the attached Schedule 2.11(a), as of the date of this Agreement3.12, neither the Company nor any of its Subsidiaries nor Seller (solely with respect to the Business) is a party to or bound by any of the following, whether written or oral: (i) any pension, profit sharing, stock option, employee stock purchase or other plan, program, policy, agreement plan or arrangement providing for deferred or other compensation (including any bonuses or other renumeration remuneration and whether in cash or otherwise) ), to any current or employees, former managers, officers, employees or other individual service providers or severance, change in controlconsultants, or transaction related bonus any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (ii) any contract for the employment or service of any current manager, officer, individual employee or other individual service provider Person on a full-time, part-time, consulting or other basis providing for annual compensation opportunities in excess of $150,000or relating to loans to officers, directors or Affiliates; (iii) any collective bargaining agreement or other contract with any union, works council, or other labor organization or employee representative (each, a “Labor Agreement”); (iv) any contract under which the Company or any of its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other PersonPerson amounts in the aggregate exceeding $10,000; (viv) any agreement, promissory note agreement or indenture relating to any borrowed money or other Indebtedness or the guarantees thereof or the mortgaging, pledging, creating, granting pledging or otherwise placing a Lien on any material asset or group of assets of the Company or any of its Subsidiaries; (v) Guaranty; (vi) any lease or agreement pursuant to under which the Company or any of its Subsidiaries is lessee of or holds or operates any property, real or personal, personal property owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,00025,000 and other than leases or arrangements for Intellectual Property; (vii) any lease or agreement pursuant to under which the Company or any of its Subsidiaries is lessor of or permits any third party to hold or operate any property, real or personal, personal property owned or controlled by the Company or any of its SubsidiariesSubsidiaries and other than leases or arrangements for Intellectual Property; (viii) any contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $150,000100,000 annually or $10,000 per month, other than purchase and sales contracts, orders incurred in the ordinary course of business, and business other than contracts responsive to clause (ii) above or clause (xiv) belowdisclosed elsewhere on the Disclosure Schedules; (ix) any contract assignment, license, indemnification or other agreement (A) relating with respect to the licensing or granting use of any rights or covenants with respect to, intangible property (including any Intellectual Property (whether Rights) granted or made to or by the Company or any of its Subsidiaries, or to granted or made by Seller the Company or any of its other Affiliates with respect Subsidiaries to the Business)third parties, other than (1) non-exclusive except licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercialcommercially available, unmodified, “off the shelf” non-customized software used solely for the Company’s or and its applicable Subsidiary’s Subsidiaries’ own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental 10,000 or other non-exclusive licenses of Intellectual Property material assignments, licenses, indemnifications or agreements granted in or made by the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s Company or any of its Subsidiaries’ ability Subsidiaries to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements);third parties. (x) any contract warranty agreement with respect to its services rendered or its products sold or leased; (xi) sales, distribution, manufacturing, supply or franchise agreement; (xii) agreement with a term of more than six months which is not terminable by the Company or any of its Subsidiaries upon less than thirty (30) 30 days’ notice without penalty and involves a consideration in excess of $250,000 annually100,000 annually or $10,000 per month; (xixiii) any contract or agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries; (xii) , including any contract or agreement containing regarding any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition indemnification provided with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements respect to Environmental and Safety Requirements (other than those entered into in contracts disclosed elsewhere on the ordinary course Disclosure Schedules which disclosure notes the existence of businesssuch indemnification); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with prohibiting it from freely engaging in any Material Customer business or Material Supplier (except statements of work or purchase orders entered into competing anywhere in the ordinary course of business); (xv) any contract or agreement, expected to generate receipts in excess of $100,000 during the Company’s current fiscal year, with (A) any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) aboveworld; or (xvixv) any other agreement which is material to the Company’s its operations or and business prospects or involves a consideration in excess of $250,000 annually. The descriptions of all contracts, leases, agreements and instruments identified 100,000 annually (other than contracts disclosed elsewhere on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreementsDisclosure Schedules). (b) Each All of the contracts, leases, agreements and instruments set forth or required to be set forth on Schedule 2.11(a) (each, a “Material Contract”) is 3.12 are valid, binding and enforceable in accordance with its their respective terms, and shall be in full force and effect without penalty in accordance with its their terms upon consummation of the Closing (unless such Material Contract has expired in accordance with its terms)transactions contemplated hereby, except to the extent set forth on Schedule 3.3. Except as set forth on Schedule 2.11(b)3.12, (i) the Company and its Subsidiaries has have performed in all material respects all obligations required to be performed by it under each Material Contract them and (with or without the lapse of time or the giving of noticeare not in default under, or both) is not in breach of, nor in receipt of any claim of default or default thereunderbreach under, any such contract set forth or required to be set forth on Schedule 3.12, or under any such contract that would otherwise be required to be set forth on Schedule 3.12, but for the fact that such contract is set forth elsewhere on the Disclosure Schedules; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any of its Subsidiaries under any Material Contractcontract set forth or required to set forth on Schedule 3.12 or under any contract that would otherwise be required to be set forth on Schedule 3.12, but for the fact that such contract is set forth elsewhere on the Disclosure Schedules; (iii) neither the Company nor any Subsidiary of its Subsidiaries has any present expectation or intention of not fully performing all of its obligations under a Material Contract, such obligations; and (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has does not have Knowledge of any breach or anticipated breach by the other parties to any Material Contractsuch contract set forth or required to be set forth on Schedule 3.12 or under any contract that would otherwise be required to be set forth on Schedule 3.12, but for the fact that such contract is set forth elsewhere on the Disclosure Schedules. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material Contractsagreements and instruments set forth or required to be set forth on Schedule 3.12 or of any of the agreements or instruments that would otherwise be required to be set forth on Schedule 3.12, but for the fact that such agreements or instruments are set forth elsewhere on the Disclosure Schedules. (c) The Company Buyer has made available to Buyer true, been supplied with a true and correct and complete copies copy of each of the written contractsinstruments, leasesplans, contracts and agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the attached Schedule 2.11(a)3.12, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as set forth on Schedule 2.11(a3.09(a), as of the date of this Agreementhereof, neither the Company nor any of its Subsidiaries nor Seller (solely with respect to the Business) is a party to or bound by any of the following, whether written or oralwritten: (i) any pension, profit sharing, stock option, employee stock purchase or other plan, program, policy, (A) agreement or arrangement providing for deferred or other compensation (including any bonuses or other renumeration and whether in cash or otherwise) to any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangements; (ii) any contract for the employment or service of any current manager, officer, employee or other individual service provider on a full-time, part-time, consulting or other basis providing for annual compensation opportunities in excess of $150,000; (iii) any collective bargaining agreement or other contract with any union, works council, or other labor organization or employee representative (each, a “Labor Agreement”); (iv) any contract under which the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other Person; (v) any agreement, promissory note or indenture relating to any Indebtedness the borrowing of money or the guarantees thereof or the to mortgaging, pledging, creating, granting pledging or otherwise placing a Lien on any material asset portion of their assets, or group (B) Contract under which it has advanced or loaned any other Person that is not an Affiliate of assets the Company, amounts exceeding, in the aggregate, $25,000,000; (ii) guaranty of any obligation made on behalf of any Person other than the Company or any of its SubsidiariesSubsidiaries or other material guaranty in amounts exceeding, in the aggregate, $25,000,000; (viiii) settlement, conciliation, or similar agreement with any lease Governmental Entity or agreement pursuant to which the Company or any of its Subsidiaries will be required, after the date of this Agreement, to satisfy any material monetary or non-monetary obligations; (iv) lease or agreement under which it is lessee of or lessor of, or holds or operates any property, real or personal, material personal property owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000; (vii) any lease or agreement pursuant to which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate any property, real or personal, material personal property owned or controlled by it, in each case for which the annual rental exceeds $5,000,000; (v) agreements relating to any pending or completed material business acquisition by the Company or any of its Subsidiaries within the last three (3) years or pursuant to which the Company or any of its Subsidiaries has remaining material obligations or liabilities; (vi) joint venture, partnership or similar agreement or other similar arrangement with a third party that is material to the business of the Company and its Subsidiaries, taken as a whole; (vii) Contract pursuant to which (A) the Company or any of its Subsidiaries are licensed or otherwise permitted by a third party to use any Intellectual Property material to the business of the Company and its Subsidiaries, taken as a whole, which is owned by such third party (other than non-exclusive licenses to the Company or any of its Subsidiaries of commercially available, unmodified “off the shelf” software where one-time or aggregate annual fees, royalties or other consideration (including maintenance fees) for any such software or group of related software licenses is no more than $2,000,000), or (B) any third party is licensed or otherwise permitted to use any material Intellectual Property owned by the Company or any of its Subsidiaries; (viii) Contract which expressly limits or prohibits the Company or any contract of its Subsidiaries from competing or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration freely engaging in business anywhere in the aggregate in excess of $150,000, other than purchase and sales contracts, orders incurred in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) belowworld; (ix) any contract or agreement (A) relating With respect to the licensing or granting of any rights or covenants with respect to, any material Intellectual Property (whether granted to or owned by the Company or any of its Subsidiaries, any (A) Contract that limits the freedom or to or by Seller or any right of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal to use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”)Property, (B) related Contract granting any exclusive rights to any third party with respect to such Intellectual Property, (C) settlement Contract, consent-to-use or co-existence agreement or (D) Contract providing for the acquisitionassignment, divestitureownership, creation or development of such Intellectual Property (other than excluding employee invention assignment agreements, consulting agreements, or and independent contractor agreements, in each case, executed agreements on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements); (x) any contract or agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries; (xii) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders Subsidiaries which are entered into in the ordinary course of business); (xvx) Contract with any contract or agreement, expected to generate receipts Governmental Entity where (A) the Governmental Entity is the customer and (B) such Contract involves annual payments in excess of $100,000 during 5,000,000; (xi) collective bargaining agreement, neutrality agreement, card check agreement, or any other Contract with any trade union, works council or other labor organization affecting any employee of the Company’s current fiscal year, ; (xii) Contract with each (A) any Governmental Authority, Company Significant Customer and (B) Company Significant Supplier; (xiii) Contract for the provision of services to the Company or any prime of its Subsidiaries by any employee or individual independent contractor on a full-time, part-time or consulting basis and providing for annual compensation in excess of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) above$500,000; or (xvixiv) any other agreement Contract which is material to the Company’s operations or business prospects or involves a consideration in excess of $250,000 annually. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreements80,000,000. (b) Each The Company has delivered or made available to the Purchaser or its Representatives true and correct copies (in all material respects) of the contracts, leases, agreements all written Contracts and instruments set forth or plans that are required to be set forth on Schedule 2.11(a3.09(a) (eachcollectively, the “Company Material Contracts”), together with all material amendments, waivers or other changes thereto (but subject, in each case, to redactions of pricing and other competitively sensitive information to the extent required by Antitrust Law). (c) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a “Material Contract”) is valid, binding and enforceable in accordance with its termswhole, and shall be in full force and effect without penalty in accordance with its terms upon consummation of the Closing (unless such Material Contract has expired in accordance with its terms). Except except as set forth on Schedule 2.11(b3.09(c), (i) each of the Company and its Subsidiaries has performed in all material respects all material obligations required to be performed by it under each Material Contract and (with or without the lapse of time or the giving of notice, or both) is not in material default under, in material breach of, nor in receipt of any written Claim of material default or default thereundermaterial breach under, any Company Material Contract, (ii) no event has occurred which which, with the passage of time or the giving of notice or both both, would result in a default, material default or material breach or event of noncompliance by the Company or any of its Subsidiaries under any Company Material Contract, and (iii) neither as of the Company nor any Subsidiary has any present expectation or intention date hereof, to the knowledge of not fully performing all of its obligations under a Material Contractthe Company, (iv) there is no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has Knowledge of any breach or anticipated threatened material breach by the other parties to any Company Material Contract. There are no renegotiations ofExcept as would not reasonably be expected to be, individually or attempts in the aggregate, material to the Company and its Subsidiaries, taken as a whole, and except for those that have terminated or requests to renegotiate or outstanding rights to renegotiateexpired in accordance with their terms, any terms of any all of the Company Material Contracts. (c) The Company has made available to Buyer trueContracts are valid and in full force and effect and constitute legal, correct valid and complete copies of each binding obligations of the written contractsCompany or any such Subsidiary, leasesand are enforceable against the Company or any such Subsidiary in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, agreements insolvency, fraudulent conveyance, reorganization, moratorium and instruments other similar Laws affecting creditors’ rights generally and an accurate description subject, as to enforceability, to general principles of each equity), and, to the knowledge of the oral arrangementsCompany, contracts constitute legal, valid and agreements which are referred binding obligations of the other party or parties thereto, enforceable against such party or parties in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting creditors’ rights generally and subject, as to on Schedule 2.11(aenforceability, to general principles of equity), together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as set forth on Schedule 2.11(a)5.12 contains a complete and accurate list of all contracts, as of the date of this Agreementagreements, neither the Company nor any of its Subsidiaries nor Seller commitments, instruments and obligations (solely with respect to the Business) is a party to or bound by any of the following, whether written or oral:, contingent or otherwise) of JRO of or concerning the following matters which involve (i) payments by or to JRO in excess of $5,000, (ii) performance by or for JRO of services or obligations the value of which is in excess of $5,000, or (iii) performance by or for JRO of services or obligations for greater than 90 days (the "JRO Agreements"): (i) the lease (as lessee or lessor) or license (as licensee or licensor) of any pension, profit sharing, stock option, employee stock purchase real or other plan, program, policy, agreement personal property (tangible or arrangement providing for deferred or other compensation (including any bonuses or other renumeration and whether in cash or otherwise) to any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangementsintangible); (ii) any contract for the employment or service engagement of any current manager, officer, employee director, employee, consultant or other individual service provider on a full-time, part-time, consulting or other basis providing for annual compensation opportunities in excess of $150,000agent; (iii) any collective bargaining agreement or other contract relationship with any union, works councilJRO Shareholder, or other labor organization any person or employee representative (eachentity affiliated with or related to any JRO Shareholder or any officer, a “Labor Agreement”)director, employee, consultant or agent of JRO; (iv) any contract under which arrangement limiting the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit freedom of or made an Investment JRO to compete in any other Personmanner in any line of business; (v) any agreement, promissory note or indenture relating arrangement that could reasonably be anticipated to any Indebtedness or the guarantees thereof or the mortgaging, pledging, creating, granting or otherwise placing have a Lien on any material asset or group of assets of the Company or its SubsidiariesJRO Material Adverse Effect; (vi) any lease or agreement pursuant to which arrangement not in the Company or its Subsidiaries is lessee ordinary course of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000business; (vii) any lease power of attorney, whether limited or agreement pursuant general, granted by or to which the Company or its Subsidiaries 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 of its SubsidiariesJRO; (viii) any contract agreements relating to the making of any loan or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $150,000, other than purchase and sales contracts, orders incurred in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) belowadvance by JRO; (ix) any contract or agreement (A) relating to agreements providing for the licensing or granting indemnification by JRO of any rights or covenants with respect to, any Intellectual Property (whether granted to or by the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements)Person; (x) any contract or agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries; (xii) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition agreements with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than Authority except those entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights business which are not material to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisionsJRO; (xiiixi) any settlementbroker, conciliation distributor, dealer or similar agreement with any Governmental Authority representative or other Person containing obligations yet agency agreements pursuant to be performed or completed by either or both parties; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of business); (xv) any contract or agreement, expected to generate receipts which JRO made payments in excess of $100,000 25,000 during the Company’s current preceding fiscal year, with ; (Axii) any Governmental Authority, agreements (Bincluding settlement agreements) currently in effect pursuant to which JRO licenses the right to use any prime contractor of a Governmental Authority in its capacity as a prime contractor Intellectual Property to any Governmental Authority Person or from any Person (C) any subcontractor at any tier with respect other than license agreements related to any agreement or contract of a type described in clauses (A) or (B) above; or (xvi) any other agreement which is material to the Company’s operations or business prospects or involves a consideration in excess of $250,000 annually. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreements. (b) Each of the contracts, leases, agreements and instruments set forth or required to be set forth on Schedule 2.11(a) (each, a “Material Contract”) is valid, binding and enforceable in accordance with its terms, and shall be in full force and effect without penalty in accordance with its terms upon consummation of the Closing (unless such Material Contract has expired in accordance with its termsoff-the-shelf software products). Except as set forth on Schedule 2.11(b), (i) the Company and its Subsidiaries has performed all obligations required to be performed by it under each Material Contract and (with or without the lapse of time or the giving of notice, or both) is not in breach or default thereunder, (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or its Subsidiaries under any Material Contract, (iii) neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has Knowledge of any breach or anticipated breach by the other parties to any Material Contract. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material Contracts. (c) The Company has made available to Buyer true, correct and complete copies of each of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a), together with all amendments, waivers or other changes thereto.;

Contracts and Commitments. (a) Except as set forth on Schedule 2.11(a), as Section 3.16(a) of the date of this AgreementCompany’s Disclosure Schedule lists, neither and the Company nor any of its Subsidiaries nor Seller (solely with respect Acquired Companies have delivered to the Business) is Buyer a party to or bound by any of the followingcopy of, whether written or oraleach Applicable Contract: (i) any pensioninvolving the performance of services, profit sharing, stock option, employee stock purchase delivery of goods or other plan, program, policy, agreement or arrangement providing for deferred or other compensation (including any bonuses or other renumeration and whether in cash or otherwise) to any current or former managers, officers, employees or other individual service providers or severance, change in controlmaterials, or transaction related bonus agreements, programs, policies payments by one or arrangementsmore Acquired Companies of an amount or value in excess of $100,000; (ii) any contract for that was not entered into in the employment or service Ordinary Course of any current manager, officer, employee or other individual service provider on a full-time, part-time, consulting or other basis providing for annual compensation opportunities in excess of $150,000Business; (iii) affecting the ownership of, leasing of, title to, use of, or any collective bargaining agreement leasehold or other contract interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $100,000 and with any union, works council, or other labor organization or employee representative (each, a “Labor Agreement”remaining terms of less than one year); (iv) with respect to Intellectual Property Assets, including Contracts with current or former employees, consultants, or contractors regarding the ownership, use, protection or nondisclosure of any contract under which of the Intellectual Property Assets; (v) with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (vi) involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by any Acquired Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in with any other Person; (vvii) containing covenants that in any agreement, promissory note way purport to restrict the right or indenture relating to freedom of any Indebtedness or the guarantees thereof or the mortgaging, pledging, creating, granting or otherwise placing a Lien on any material asset or group of assets of the Acquired Company or its Subsidiariesany other Person for the benefit of any Acquired Company to (A) engage in any Business activity, (B) engage in any line of business or compete with any Person, or (C) solicit any Person to enter into a business or employment relationship, or enter into such a relationship with any Person; (viviii) providing for payments to or by any lease Person based on sales, purchases, policy amounts or agreement pursuant premiums; (ix) containing an effective power of attorney granted by any Acquired Company; (x) containing or providing for an express undertaking by any Acquired Company to which the Company be responsible for consequential, special or its Subsidiaries is lessee of liquidated damages or holds penalties or operates any property, real or personal, owned by to indemnify any other party, except ; (xi) for any lease capital expenditures in excess of real or personal property under which the aggregate annual rental payments do not exceed $100,000; (viixii) any lease or agreement pursuant to which the Company or its Subsidiaries 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 of its Subsidiaries; (viii) any contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $150,000, other than purchase and sales contracts, orders incurred in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) below; (ix) any contract or agreement (A) relating to the licensing or granting of any rights or covenants with respect to, any Intellectual Property (whether granted involving payments to or by the from an Acquired Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, not denominated in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements); (x) any contract or agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries; (xii) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisionsU.S. dollars; (xiii) any involving the settlement, conciliation release, compromise or similar agreement with waiver of any Governmental Authority material rights, claims, obligations, duties or other Person containing obligations yet to be performed or completed by either or both partiesliabilities; (xiv) relating to indebtedness of any contract or agreement with any Material Customer or Material Supplier (except statements Acquired Company in excess of work or purchase orders entered into in the ordinary course of business)$100,000; (xv) relating to the employment of any contract employee, consultant, or agreementcontractor of any Acquired Company; (xvi) under which any Acquired Company has loaned to, expected to generate receipts or made an investment in, or guaranteed the obligations of, any Person in excess of $100,000 during the Company’s current fiscal year, with 100,000; (Axvii) any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor relating to any Governmental Authority bond or (C) any subcontractor at any tier with respect to any agreement or contract letter of a type described credit, not entered into in clauses (A) or (B) above; orthe Ordinary Course of Business; (xvixviii) containing any obligation of confidentiality or nondisclosure between any Acquired Company and any other agreement which is material to Person for the Company’s operations benefit of any Acquired Company or business prospects such other Person; and (xix) constituting an amendment, supplement, or involves a consideration modification (whether oral or written) in excess respect of $250,000 annually. The descriptions any of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreementsforegoing. (b) Each Except as set forth in Section 3.16(b) of the contractsCompany’s Disclosure Schedule: (i) each Applicable Contract is in full force and effect, leases, agreements and instruments set forth or required to be set forth on Schedule 2.11(a) (each, a “Material Contract”) is valid, binding valid and enforceable in accordance with its terms, and shall be ; (ii) the completion or performance of each Applicable Contract for the provision of products or services by an Acquired Company listed in full force and effect without penalty in accordance with its terms upon consummation Section 3.16(a) of the Closing Company’s Disclosure Schedule will not result in less than normal revenues to such Acquired Company; and (unless such iii) the completion or performance of each Applicable Contract listed in Section 3.16(a) of the Company’s Disclosure Schedule will not result in a Material Contract has expired in accordance with its terms). Adverse Effect on any Acquired Company. (c) Except as set forth on Schedule 2.11(b), in Section 3.16(c) of the Company’s Disclosure Schedule: (i) each Acquired Company has been in material compliance with each Applicable Contract since the Company and its Subsidiaries has performed all obligations required to be performed by it under each Material Contract and (with or without the lapse effective date of time or the giving of notice, or both) is not in breach or default thereunder, such Applicable Contract; (ii) to the Knowledge of the Sellers, each other Person that has any obligation or liability under any Applicable Contract has been in material compliance with such Applicable Contract since the effective date of such Applicable Contract; (iii) no event has occurred which or circumstance exists that (with the passage of time or the giving of without notice or both would lapse of time) could result in a defaultDefault under, breach or event of noncompliance by the give any Acquired Company or its Subsidiaries under other Person the right to declare a Default or exercise any Material remedy under, or accelerate the maturity or performance of or payment under, or cancel, terminate or modify, any Applicable Contract, (iii) neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a Material Contract, ; (iv) no Material event has occurred or circumstance exists under or by virtue of any Applicable Contract is currently subject to that (with or is expected to be subject to cancellation, termination without notice or lapse of time) would cause the creation of any other material modification lien affecting any Assets owned or used by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, Acquired Company; and (v) neither no Acquired Company has given to, or received from, any other Person any notice or other communication (whether oral or written) regarding any actual, alleged or potential Default under any Applicable Contract. (d) Except as set forth in Section 3.16(d) of the Company nor any of its Subsidiaries has Knowledge of any breach or anticipated breach by the other parties to any Material Contract. There are Company’s Disclosure Schedule, there is no renegotiations renegotiation of, or attempts or requests attempt to renegotiate renegotiate, or outstanding rights to renegotiaterenegotiate any Applicable Contract with any Person, any terms of any of the Material Contractsand no Person has made written demand for such renegotiation. (ce) The Each Applicable Contract relating to the provision of products or services by an Acquired Company has made available been entered into in the Ordinary Course of Business and without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, in violation of any Law. (f) Each Contract between the Company and any agent is on terms that are identical to Buyer true, correct and complete copies of each the terms in the Contract listed on Section 3.16(f) of the written contractsCompany’s Disclosure Schedule except for (i) the Contract commission rates, leases(ii) the Master Expanded Market Agreement between ZIC and Ivantage Select Agency, agreements Inc. dated May 18, 2007 and instruments and an accurate description of each (iii) the nonconforming contracts described in Section 3.16(f) of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a), together with all amendments, waivers or other changes theretoCompany’s Disclosure Schedule.

Contracts and Commitments. (a) Except as set forth for those contracts listed on Schedule 2.11(a3.14 (the “Material Contracts”), as of the date of this Agreement, neither the Company nor any of its Subsidiaries nor Seller (solely with respect to the Business) is a party to or bound by any of the following, whether written or oralto: (ia) any pensionmaterial distributor, profit sharingdealer, stock option, employee stock purchase manufacturer’s representative or other plan, program, policy, agreement or arrangement providing for deferred or other compensation (including any bonuses or other renumeration and whether in cash or otherwise) to any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangementssales agency agreement; (b) any original equipment manufacturer agreement; (c) any agreement with another Person (i) materially limiting or restricting the ability of the Company or any Subsidiary to enter into or engage in any market, line of business or geographic area, (ii) requiring the Company or any contract of its Subsidiaries to deal on an exclusive basis with any Person; or (iii) containing any provisions requiring the Company or any Subsidiary to offer any Person terms or concessions at least as favorable as offered to one or more parties; (d) any agreement with any current officer, director, stockholder or Affiliate of the Company or any of its Subsidiaries; (e) any agreement for the employment or service of any current manager, officer, individual employee or other individual service provider person on a full-full time, part-time, consulting or other basis providing for annual compensation opportunities in excess of $150,000100,000 or which cannot be terminated by the Company or any Subsidiary thereof on less than thirty (30) days’ notice without liability for any penalty, payment or other obligation; (iiif) any collective bargaining agreement or other contract agreement with any union, works council, or other labor organization trade union or employee representative (each, a “Labor Agreement”)organization in respect of or affecting employees; (ivg) any contract under which the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount agreements for the benefit sale of any of the properties, rights or made an Investment in any other Person; (v) any agreement, promissory note or indenture relating to any Indebtedness or the guarantees thereof or the mortgaging, pledging, creating, granting or otherwise placing a Lien on any material asset or group of assets of the Company or any of its SubsidiariesSubsidiaries (other than inventory in the ordinary course of business for consideration in excess of $50,000); (vih) any lease agreement relating to the acquisition by the Company or agreement pursuant any of its Subsidiaries of any operating business or the assets or capital stock of any other Person with respect to which the Company or any of its Subsidiaries is lessee of has any continuing rights or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000obligations; (viii) any lease agreements relating to the incurrence, assumption, surety or guarantee of any Indebtedness and any performance bonds or letters of credit, whether or not drawn or called; (j) any agreement pursuant related to which material Intellectual Property Assets; (k) (i) any agreement the Company or any of its Subsidiaries has made payments under of more than $100,000 in the twelve (12) calendar months ended April 30, 2015 or (ii) any agreement which requires or contemplates payments by the Company or any of its Subsidiaries of more than $100,000 in the twelve (12) full calendar months after April 30, 2015; (i) any agreement the Company or any of its Subsidiaries has received payments pursuant to, of more than $100,000 in the twelve (12) calendar months ended April 30, 2015, or (ii) any agreement which requires or contemplates payments to the Company or any of its Subsidiaries of more than $100,000 in the twelve (12) full calendar months after April 30, 2015; (m) any deposit agreements, indentures, mortgages, pledge agreements, security agreements, deeds of trust, conditional sale agreements or other agreements granting a Lien (other than Permitted Liens) on any of the assets of the Company or any of its Subsidiaries to any Person; or (n) any joint venture, strategic alliance, partnership, limited partnership or other similar agreements; (o) any agreement containing a right of first refusal, first offer or first negotiation or is lessor a requirements contract; (p) any agreement that relates to the issuance or ownership of any securities, equity, ownership or permits any third party to hold voting interests, or operate any propertysecurities convertible into or exchangeable for securities, real equity, ownership or personal, owned or controlled by voting interests of the Company or any of its Subsidiaries; (viiiq) any agreement or contract containing any “earn-out”, contingent or group of related contracts with the same party deferred purchase price or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $150,000, other than purchase and sales contracts, orders incurred in the ordinary course of business, and contracts responsive to clause (ii) above similar contingent payment obligation or clause (xiv) below;any material indemnification obligations; and (ixr) any contract agreement with any employee or agreement (A) relating to the licensing or granting other service provider of any rights or covenants with respect to, any Intellectual Property (whether granted to or by the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodifiedcontaining any retention, “off change of control” or similar provision that may be triggered by the shelf” software used solely for transactions contemplated by this Agreement or any agreement as to length of notice or severance payment required to terminate his or her employment, other than such arising from any applicable law from the employment of an employee without an agreement as to notice or severance. Prior to the date of this Agreement, the Company has made available to the Buyer true, correct and complete copies of all Material Contracts; provided, however, that the Company has not disclosed to the Buyer certain confidentiality agreements entered into with other prospective bidders prior to May 12, 2015 in connection with the sale of the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in which the ordinary course of business that are ancillary Company will provide to the overall subject matter of the contract or agreement, the primary purpose Buyer on Closing and none of which is something other than the grant contains any obligations of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements); (x) any contract or agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries; (xii) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (Subsidiaries other than those entered into contained in the ordinary course of business); (F) grants of exclusive rightsConfidentiality Agreement. Each Material Contract is in full force and effect and is the legal, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any valid and binding obligation of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreementsCompany and/or its Subsidiaries, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of business); (xv) any contract or agreement, expected to generate receipts in excess of $100,000 during the Company’s current fiscal year, with (A) any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) above; or (xvi) any other agreement which is material to the Company’s operations or business prospects or involves a consideration in excess of $250,000 annually. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreements. (b) Each of the contracts, leases, agreements and instruments set forth or required to be set forth on Schedule 2.11(a) (each, a “Material Contract”) is valid, binding and enforceable against them in accordance with its terms, and shall to the Company’s knowledge, the other parties thereto, except as such enforceability may be in full force and effect without penalty in accordance with its terms upon consummation of the Closing limited by General Enforceability Exceptions. There exists no breach or default (unless such Material Contract has expired in accordance with its terms). Except as set forth on Schedule 2.11(b), (i) the Company and its Subsidiaries has performed all obligations required to be performed by it under each Material Contract and (or event which with or without the lapse of time or the giving of notice, or both) is not in both would constitute a breach or default thereunderdefault), (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any Material Contract by the Company or its Subsidiaries under any Material Contract, (iii) neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither Subsidiaries. Neither the Company nor any of its Subsidiaries has Knowledge given any written or other notice that it intends to terminate a Material Contract, nor has any of the Company or any breach or anticipated breach by of its Subsidiaries received any written notice or, to the Company’s knowledge, other parties notice, that any other party to any Material Contract intends to terminate a Material Contract. There are no renegotiations ofThe consummation of the transactions contemplated hereunder will not cause (A) any Material Contract to cease to be in full force and effect, or attempts or requests to renegotiate or outstanding rights to renegotiate, (B) the breach of any terms or conditions of any Material Contract, (C) the forfeiture or impairment of any material rights under any Material Contract or (D) any penalty or other adverse consequence under any Material Contract, in any of the Material Contracts. foregoing clauses (cB) The through (D) that, individually or in the aggregate, would be material to the Company has made available to Buyer true, correct and complete copies of each or would interfere in any respect with the conduct of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a), together with all amendments, waivers or other changes theretoBusiness.

Contracts and Commitments. (a) Except as set forth on Schedule 2.11(a), The “Contracts Schedule” attached hereto lists all of the following written agreements to which any member of the Company Group is a party and which are in effect as of the date of this Agreement, neither the Company nor any of its Subsidiaries nor Seller (solely with respect to the Business) is a party to or bound by any of the following, whether written or oralhereof: (i) Any Contract providing for payments by or to any pension, profit sharing, stock option, employee stock member of 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 or other plan, program, policy, agreement sale price in excess of $3,000,000 or arrangement providing for deferred (B) that otherwise involves or other compensation (including any bonuses or other renumeration and whether is reasonably expected to involve consideration in cash or otherwise) excess of $3,000,000 in the aggregate to any current one Person during the one (1) year period after the date hereof, other than, in all cases, (x) Contracts which may be terminated, without penalty, by any of the Company Group on notice of ninety (90) days or former managersless and (y) purchase orders for the sale of goods to customers or purchase of inventory, officerssupplies and/or equipment, employees or other individual service providers or severancein each case, change in control, or transaction related bonus agreements, programs, policies or arrangementsthe ordinary course of business; (ii) any contract for the employment or service of any current manager, officer, employee or other individual service provider on a full-time, part-time, consulting or other basis providing for annual compensation opportunities Contract which involves commitments to make capital expenditures in excess of $150,000;3,000,000, (iii) Contracts relating to Indebtedness of the Company Group or any collective bargaining agreement or other contract with guaranty by any union, works council, or other labor organization or employee representative (each, a “Labor Agreement”)member of the Company Group of any obligation in respect of borrowed money; (iv) Contracts of guaranty, surety or indemnification by any contract under which member of the Company or its Subsidiaries has advanced or loaned money toGroup, guaranteed an amount except for provisions for indemnification contained in agreements entered into in the benefit ordinary course of or made an Investment in any business (other Personthan for indebtedness for borrowed money); (v) Contracts under which any agreement, promissory note or indenture relating to any Indebtedness or the guarantees thereof or the mortgaging, pledging, creating, granting or otherwise placing a Lien on any material asset or group of assets member of the Company Group has made advances or its Subsidiaries; loans to any other Person, except (viA) advancement of reimbursable ordinary and necessary business expenses made to directors, officers and employees of any lease or agreement pursuant to which member of the Company Group or its Subsidiaries is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which (B) to the aggregate annual rental payments do not exceed $100,000; (vii) any lease or agreement pursuant to which the Company or its Subsidiaries 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 of its Subsidiaries; (viii) any contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $150,000, other than purchase and sales contracts, orders incurred 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, and contracts responsive to clause (ii) above sale, advertising or clause (xiv) belowpromotion of its products or services involving consideration in excess of $500,000; (ix) any contract all confidentiality, secrecy or agreement (A) relating to the licensing or granting of any rights or covenants with respect to, any Intellectual Property (whether granted to or by the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements); (x) any contract or agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries; (xii) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements disclosure Contracts (other than those entered into in the ordinary course of businessbusiness or in connection with the transactions contemplated by this Agreement); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights 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 Person; partnership or joint venture; (Gxi) scheduled price reductionsContracts between or among any member of the Company Group, customer credits or similar concessions; (H) commitments to future development or modifications of on the one hand, and any of the Company’s Software Company Stockholders or any current or former officer, director, stockholder or Affiliate (other than pursuant 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 commitments performed 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 under service level agreementsconsistent with past practices, maintenance and support agreements); (IB) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all assignment agreements entered into with employees of the Company’s requirements Company Group in the ordinary course of business consistent with past practices, (C) agreements for standard off-the-shelf software having a particular product 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 service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisionscontractors); (xiiixv) 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 with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of business); (xv) any contract or agreement, expected to generate receipts in excess the performance of $100,000 during which will involve payment after the Company’s current fiscal year, with (A) any Governmental Authority, (B) any prime contractor execution date of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) above; or (xvi) any other agreement which is material to the Company’s operations or business prospects or involves a this Agreement for consideration in excess of $250,000 annually. The descriptions 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 contractsor 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, leases, agreements and instruments identified on Schedule 2.11(ain 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) together with month period occurring after the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreementsClosing Date. (b) Each of the contracts, leases, agreements and instruments set forth or required to be set forth on Schedule 2.11(a) (each, a “Material Contract”) is valid, binding and enforceable in accordance with its terms, and shall be in full force and effect without penalty in accordance with its terms upon consummation of the Closing (unless such Material Contract has expired in accordance with its terms). Except as set forth on Schedule 2.11(b), (i) the Company and its Subsidiaries has performed all obligations required to be performed by it under each Material Contract and (with or without the lapse of time or the giving of notice, or both) is not in breach or default thereunder, (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or its Subsidiaries under any Material Contract, (iii) neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has Knowledge of any breach or anticipated breach by the other parties to any Material Contract. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material Contracts. (c) The Company has made available to Buyer the Purchaser or its representatives a true, correct and complete copies copy of each of Contract set forth on the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a), “Contracts Schedule,” together with all amendments, waivers modifications or supplements thereto, other than any Contract which is an oral Contract. Except as disclosed on the attached “Contracts Schedule”: (i) no Contract set forth on the attached “Contracts Schedule,” has been breached in any material respect by the Company or canceled by the other party thereto, which breach or 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 this Agreement; and (iii) each Contract listed on the 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 changes theretosimilar Laws affecting creditors’ rights generally, and (B) applicable equitable principles (whether considered in a proceeding at law or in equity).

Contracts and Commitments. (a) Except as set forth on in Schedule 2.11(a)3.11(a) and Schedule 3.18, as of the date of this Agreement, neither the no Company nor any of its Subsidiaries nor Seller (solely with respect to the Business) is a party to or bound by any of the following, whether written or oral: (i) any pension, profit sharing, stock option, employee stock purchase or other plan, program, policy, agreement or arrangement providing for deferred or other compensation (including any bonuses or other renumeration and whether in cash or otherwise) to any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangementsprovider agreement; (ii) any contract agreements or arrangements with physicians or sources of referrals to any Facility; (iii) bonus, pension, profit sharing, retirement or deferred compensation plan or stock purchase, stock option, hospitalization insurance or similar plan or practice, whether formal or informal, or severance agreements or arrangements or contracts requiring any Company to pay post-retirement medical benefits; (iv) Contract with any labor union or Contract for the employment or service of any current manager, officer, individual employee or other individual service provider person on a full-time, part-time, time or consulting or other basis providing for annual compensation opportunities in excess of $150,000; (iii) any collective bargaining agreement or other contract with any union, works council, or other labor organization or employee representative (each, a “Labor Agreement”); (iv) any contract under which the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other Personbasis; (v) any agreement, promissory note or indenture Contract relating to or evidencing any Indebtedness or the guarantees thereof or the relating to mortgaging, pledging, creating, granting pledging or otherwise placing a Lien on any material asset or group of assets of the Company or its SubsidiariesAssets; (vi) guarantee of any lease Indebtedness, other than endorsements made for collection in the Ordinary Course of Business; (vii) Contract with respect to the lending or agreement pursuant investing of funds to or in other Persons; (viii) license or royalty Contract; (ix) Contract under which the Company or its Subsidiaries it is lessee of or holds or operates any property, real or personal, personal property owned by any other partyPerson, except for including any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000resident funds; (viix) any lease or agreement pursuant to Contract under which the Company or its Subsidiaries it is lessor of or permits any third party Person to hold or operate any property, real or personal, owned or controlled by the Company or any of its Subsidiariesit; (viiixi) any contract Contract or group of related contracts Contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $150,000, other than purchase and sales contracts, orders incurred in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) below; (ix) any contract or agreement (A) relating to the licensing or granting of any rights or covenants with respect to, any Intellectual Property (whether granted to or by the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely Person for the Company’s purchase or its applicable Subsidiary’s own internal use for an aggregate fee, royalty sale of products or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something services other than the grant of rights under Intellectual Property Customer Contracts (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreementsdefined below); (xxii) Contract with any contract or agreement with Person continuing over a term period of more than six months which is from the date or dates thereof, not terminable upon less than thirty (30) by it on 30 days’ or less notice without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries; (xii) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisionspenalties; (xiii) Contract which prohibits it from freely engaging in business or in any settlement, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both partiesway restrains its business activities anywhere in the world; (xiv) any contract Contract relating to the supply or agreement with any Material Customer or Material Supplier (except statements the distribution of work or purchase orders entered into in the ordinary course of business)its products; (xv) Contract with any contract officer, director, employee, manager, partner, equityholder, employee or agreement, expected to generate receipts in excess of $100,000 during the Company’s current fiscal year, with (A) any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) aboveother Affiliate; or (xvi) Contract requiring the consent of any other agreement party thereto upon a change in control of any Company, containing any provision which is material to would result in a modification of any rights or obligations of any party thereunder upon a change in control of any Company or which would provide any party any remedy (including rescission or liquidated damages) in the event of a change in control of any Company’s operations or business prospects or involves a consideration in excess of $250,000 annually. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreements. (b) No Contract has been breached in any material respect by any Company and no Contract has been breached in any material respect or canceled by the other party thereto. Each of the contracts, leases, agreements and instruments set forth or required to be set forth on Schedule 2.11(a) (each, a “Material Contract”) Contracts is valid, binding enforceable and enforceable in accordance with its terms, and shall be in full force and effect without penalty in accordance with its the terms upon consummation thereof. No Contract has been amended, modified, supplemented or otherwise altered orally, in writing or by course of conduct except as disclosed on Schedule 3.11. Since the date of the Company Latest Balance Sheet, no supplier or customer of any Company has notified such Company or any Shareholder that it shall stop or decrease in any material respect the rate of business done with such Company. To the knowledge of the Shareholders and the Companies, no supplier or customer of any Company intends to stop or decrease in any material respect the amount of business done with such Company or that any such supplier or customer intends to stop doing business after the Closing on substantially the same terms (unless including quantities) as prior to the Closing and no Company has received written notice from any supplier or customer to such Material Contract has expired effect. Each Company has, in accordance with its terms). Except as set forth on Schedule 2.11(b)all material respects, (i) the Company and its Subsidiaries has performed all the obligations required to be performed by it under each Material Contract to the date of this Agreement and (with or without the lapse of time or the giving of notice, or both) is not in breach or receipt of any claim of default thereunderunder any Contract, (ii) no to which it is a party. No event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or its Subsidiaries default under any Material ContractContract to which any Company is a party and, (iii) neither to the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has Knowledge of any breach or anticipated breach by the other parties to any Material Contract. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any knowledge of the Material ContractsShareholders and the Companies, no such event is threatened or pending. (c) The Company Purchaser has made available to Buyer true, been supplied with a true and correct and complete copies copy of each of the all written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements Contracts which are referred to on Schedule 2.11(a3.11 (the “Customer Contracts”), together with all amendments, waivers or other changes thereto, and a written description of all material terms of any such oral Contracts. Other than the Customer Contracts, there are no other material Contracts relating to the operation of the Business or the ownership of, or right to use, the Assets. (d) There is no pending or, to the knowledge of the Shareholders and the Companies, threatened termination, cancellation, limitation, modification or change in any of the Companies business relationships with any customer or supplier or group of customers or suppliers related to the Business that might have a Material Adverse Effect on the Business.

Contracts and Commitments. (a) Except as set forth on Schedule 2.11(a), as Section 3.10 of the date of this AgreementAltamira Disclosure Schedules, neither the Company nor any of its Subsidiaries nor Seller (solely with respect to the Business) Altamira is not a party to or bound by any of the following, whether written or oralany: (i) collective bargaining agreement or other Contract with any labor union; (ii) bonus, pension, profit sharing, stock option, employee stock purchase retirement or other plan, program, policy, agreement form of deferred compensation plan (or arrangement providing for deferred or other compensation (including any bonuses or other renumeration and Deferred Compensation Obligations whether in cash pursuant to such a plan or otherwise) not disclosed pursuant to any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangementsSection 3.15; (iiiii) any contract stock purchase, stock option or similar plan; (iv) Contract for the employment or service of any current manager, officer, individual employee or other individual service provider Person on a full-time, part-time, time or consulting or other basis providing for annual compensation opportunities in excess of $150,000; (iii) any collective bargaining agreement or other contract with any union, works council, or other labor organization or employee representative (each, a “Labor Agreement”); (iv) any contract under which the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other Personbasis; (v) any agreement, promissory note indenture, mortgage, deed of trust or indenture other instrument relating to any Indebtedness the deferred purchase of property or services from, the borrowing of money from, or the guarantees thereof issuance of any note, bond, debenture or other evidence of indebtedness to, any Person or Persons or to the mortgaging, pledgingpledging or, creating, granting or otherwise placing a Lien Security Interest on any material asset of its properties or group of assets of the Company or its Subsidiariesassets; (vi) any lease or agreement pursuant to which the Company or its Subsidiaries is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property Contract under which the aggregate annual rental payments do not exceed $100,000; (vii) any lease or agreement pursuant to which the Company or its Subsidiaries 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 of its Subsidiaries; (viii) any contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $150,000, other than purchase and sales contracts, orders incurred in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) below; (ix) any contract or agreement (A) relating to the licensing any Person has directly or granting indirectly guaranteed indebtedness, liabilities or obligations of any rights Altamira or covenants with respect to, any Intellectual Property (whether granted to or by the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisitionAltamira has directly or indirectly guaranteed indebtedness, divestiture, liabilities or development obligations of Intellectual Property any Person (in each case other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on endorsements for the Company’s or its applicable Subsidiary’s standard form purpose of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements); (x) any contract or agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries; (xii) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into collection in the ordinary course of business); (xvvii) lease or agreement under which it is lessee or sublessee of, or holds or operates any contract machinery, equipment, vehicle or agreementother personal property owned by any other Person, expected for which the annual rental exceeds $2,500; (viii) lease or agreement under which it is lessor or sublessor of or permits any other Person to generate receipts hold or operate any property or asset, real or personal, for which the annual rentals for all such leases and agreement exceed in the aggregate $5,000; (ix) Contract or group of Contracts and purchase orders with the same Person and its Affiliates for the purchase of products or services from them, under which the undelivered balance of such products and services has a purchase price in excess of $100,000 during 10,000 in the Company’s current fiscal yearaggregate; (x) Contract or group of Contracts and customer or sale orders with the same Person and its Affiliates for the sale of products or services to them, with under which the undelivered balance of such products or services has a sales price in excess of $10,000 in the aggregate; (Axi) noncompete or similar Contract which prohibits Altamira from freely engaging in business anywhere in the world or restricts the development, manufacture, marketing or distribution of any Governmental Authorityproduct or service by A ltamira; (xii) Contract under which it has, directly or indirectly, made or committed to make any advance, loan, extension of credit or capital contribution to, or other investment in, any Person, except for advances to employees in the ordinary course of business and not in excess of an aggregate of $1,000 for all employees; (Bxiii) agreement or instrument providing for indemnification of any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier Person with respect to liabilities relating to any current or former business of Altamira or any predecessor Person of such company; (xiv) license, option or other agreement relating in whole or contract in part to the Intellectual Property of a type described in clauses Altamira (Aincluding any license or other agreement under which Altamira is licensee or licensor of any such Intellectual Property) or to trade secrets, confidential information or proprietary rights and processes of Altamira or any other Person; (Bxv) aboveany partnership, joint venture or other similar Contract; or (xvi) any other agreement Contract, which is material to the Company’s operations or business prospects or involves (A) has a consideration future aggregate liability in excess of $250,000 annually5,000 or (B) is not made in the ordinary course of business of Altamira. The descriptions All Contracts listed on Section 3.10 of the Altamira Disclosure Schedules (the "Listed Contracts") are, to the best of the Sellers' Knowledge, valid, binding and in full force and effect and are enforceable by Altamira in accordance with their respective terms and Altamira has performed all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with obligations to be performed by it to date under the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreementsListed Contracts. (b) Each of the contractsBuyer either has been supplied with, leases, agreements and instruments set forth or required to be set forth on Schedule 2.11(a) (eachhas been given access to, a “Material Contract”true and correct copy of all Listed Contracts, together with all amendments, waivers or other changes thereto. (c) Altamira is valid, binding and enforceable not in accordance with its terms, and shall be in full force and effect without penalty in accordance with its terms upon consummation of the Closing (unless such Material Contract has expired in accordance with its terms). Except as set forth on Schedule 2.11(b), (i) the Company and its Subsidiaries has performed all obligations required to be performed by it under each Material Contract and breach or default (with or without the lapse of time or the giving of notice, notice or both) is not in breach or default thereunder, (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or its Subsidiaries any respect under any Material Listed Contract, (iii) and, to Sellers' Knowledge, neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has Knowledge of any breach or anticipated breach by the other parties to any Material Contract. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material Contractssuch document. (c) The Company has made available to Buyer true, correct and complete copies of each of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a), together with all amendments, waivers or other changes thereto.

Contracts and Commitments. H:818672 27 (a) Except as Section 3.11(a) of the Disclosure Schedule sets forth a true, correct and complete list, for each of the following categories, of all Contracts (to the extent required to be set forth on Schedule 2.11(a), as in Section 3.11(a) of the date of this AgreementDisclosure Schedule, neither a “Material Contract”) to which the any Transferred Company nor any of or its Subsidiaries nor Seller (solely with respect to the Business) is a party to or bound by which any of the following, whether written Transferred Company or oralits Subsidiaries is bound: (i) any pension, profit sharing, stock option, employee stock purchase each Contract with a Material Customer or other plan, program, policy, agreement or arrangement providing for deferred or other compensation Material Vendor (including any bonuses amendments thereto, purchase or other renumeration and whether in cash or otherwise) to any current or former managerswork orders thereunder, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangementsetc.); (ii) any contract joint venture, strategic alliance or partnership Contract; (iii) (A) any Contract for the employment or service engagement of any current managerdirector, officer, employee or other individual service provider Person (including consultants and independent contractors) on a regular full-time, regular part-timetime or consulting basis and (B) any Contract providing for severance pay, consulting retention, change in control, success or other basis providing similar bonus payments for annual compensation opportunities in excess of $150,000any such director, officer, employee or Person; (iiiiv) any collective bargaining agreement or any other contract Contract with any union, works council, or other labor organization or an employee representative (each, a “Labor Agreement”); (iv) or labor group representing any contract under which the employees of any Transferred Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other PersonSubsidiaries; (v) any agreement, promissory note or indenture Contract relating to Indebtedness of, or any Indebtedness or the guarantees thereof or the mortgaging, pledging, creating, granting or otherwise placing a Lien on any material asset or group of assets of the assets of, any Transferred Company or its Subsidiaries; (vi) any lease Contract of guarantee, support, indemnification, assumption or agreement pursuant to which endorsement of, or any similar commitment with respect to, the Company liabilities, obligations or its Subsidiaries is lessee Indebtedness of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000Person; (vii) any Contract providing for the lease or agreement pursuant to which the Company or its Subsidiaries is lessor license of or permits any third party to hold or operate any tangible personal property, real or personal, owned or controlled by the Company or any of its Subsidiaries; (viii) any contract Contract or group of related contracts Contracts with the same party (or group its Affiliates) for the purchase of affiliated parties products or services under which the performance undelivered balance of which involves consideration in the aggregate such products or services is in excess of $150,000, other than purchase and sales contracts, orders incurred in 50,000.00 (fifty thousand 00/100 United States Dollars) over the ordinary course remaining term of business, and contracts responsive to clause (ii) above or clause (xiv) belowthe Contract; (ix) any contract Contract containing any obligation or agreement (A) relating to the licensing liability, contingent or granting otherwise, of any rights or covenants with respect to, any Intellectual Property (whether granted to or by the Transferred Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements)pay royalties; (x) any contract Contract containing non-competition, non-solicitation, exclusivity, “take-or-pay” or agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration most-favored nation pricing provisions applicable anywhere in excess of $250,000 annuallythe world; (xi) any contract Contract relating to the acquisition or agreement regarding divestiture of the capital stock or other equity securities, assets or business of any material indemnification provided Person pursuant to or by the which any Transferred Company or its Subsidiaries has any of its Subsidiariesobligation or liability, contingent or otherwise; (xii) any contract Contract or agreement containing any commitment for capital expenditures in excess of the following provisions enforceable against the Company: $50,000.00 (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into in the ordinary course of businessfifty thousand 00/100 United States Dollars); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation Contract (i) under which any Transferred Company or similar agreement with any Governmental Authority its Subsidiaries receives a license or other rights with respect to, or grants to any Person containing obligations yet any license or other rights with respect to, any Company Intellectual Property, excluding licenses for off-the-shelf Software licensed for the internal use of such Transferred Company or its Subsidiaries on a H:818672 28 “click-through” or “shrink-wrap” basis (in each case, so long as the cost of such license does not exceed $50,000.00 (fifty thousand 00/100 United States Dollars)), or (ii) which relates to be performed the development, ownership, registration or completed by either enforcement of any Intellectual Property material to the business of such Transferred Company or both partiesits Subsidiaries; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of business)Contract involving a Governmental Entity; (xv) any contract power of attorney granted by any Transferred Company or agreement, expected to generate receipts in excess of $100,000 during the Company’s current fiscal year, with (A) any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor Subsidiaries to any Governmental Authority or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) above; orPerson; (xvi) any Contract that provides for indemnification of any officer, director or employee of any Transferred Company or its Subsidiaries; (xvii) any Contract that is between or among any Transferred Company or its Subsidiaries, on the one hand, and any Seller or any director, manager, partner, officer or employee (or any of their Affiliates) of any Transferred Company or its Subsidiaries (or in the case of any such Person who is an individual, any member of his or her immediate family), on the other agreement hand (other than benefits under the Plans); and (xviii) any Contract not otherwise disclosed in Section 3.11(a) of the Disclosure Schedule which is either material to the Company’s operations business of the Transferred Companies and there Subsidiaries, taken as a whole, or business prospects or involves a consideration was not entered into in excess the Ordinary Course of $250,000 annually. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreementsBusiness. (b) Each of the contracts, leases, agreements and instruments set forth or required to be set forth on Schedule 2.11(a) (each, a “Material Contract”) Contract is valid, binding in full force and effect and enforceable against the Transferred Company or Subsidiary that is party thereto and, to the Knowledge of Sellers, against each other Person party thereto in accordance with its terms, and shall be in full force and effect without penalty in accordance with its terms upon consummation of the Closing (unless such Material Contract has expired in accordance with its terms). Except as set forth on Schedule 2.11(b), (i) the Each Transferred Company and its Subsidiaries has performed have performed, in all material respects, all obligations required to be performed by it under each the Material Contract Contracts and (with or without the lapse has not been notified in writing of time or the giving any claim of notice, or both) is not in breach or default thereunder, (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or its Subsidiaries under any such Material Contract, (iii) neither . None of the Company nor Transferred Companies or their Subsidiaries have received any Subsidiary has any present expectation or intention written notice of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject nonrenewal with respect to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither Material Contracts. To the Company nor any of its Subsidiaries has Knowledge of any Sellers, there is no current breach or anticipated breach by any other party to any such Material Contract. No event has occurred that, with the other parties to lapse of time, a giving of notice or both, would constitute a breach or violation of or a default under or permit the termination, modification or acceleration of any Material Contract. There are no renegotiations ofFor the avoidance of doubt, or attempts or requests with respect to renegotiate or outstanding rights to renegotiateany Material Contract which is an oral Contract, any terms of any Section 3.11(a) of the Material Contracts. (c) The Company has made available to Buyer true, correct and complete copies of each Disclosure Schedule sets forth a description of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a), together with all amendments, waivers or other changes theretomaterial terms thereof.

Contracts and Commitments. (a) Except as set forth on Schedule 2.11(a), as 3.10(a) of the date Disclosure Schedules identifies (with reference to each of the subsections below) certain Contracts of the Acquired Companies, including each Material Contract (as defined below). For purposes of this Agreement, neither the Company nor any of its Subsidiaries nor Seller (solely with respect to the Business) is a party to or bound by any each of the following, whether written or oralfollowing shall be deemed to be a “Material Contract”: (i) any pension, profit sharing, stock option, employee stock purchase or other plan, program, policy, agreement or arrangement providing for deferred or other compensation (including Contract with any bonuses or other renumeration and whether in cash or otherwise) Governmental Body to which any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangementsAcquired Company is a party; (ii) any contract for Contract that limits or purports to limit the employment or service ability of any current manager, officer, Acquired Company or any officer or employee of any Acquired Company to compete in any line of business or other individual service provider on a full-with any Person or in any geographic area or during any period of time, part-time, consulting or other basis providing for annual compensation opportunities in excess of $150,000; (iii) any collective bargaining agreement Contract that limits or other contract with purports to limit the ability of any union, works council, Acquired Company or other labor organization any officer or employee representative (each, a “Labor Agreement”)of any Acquired Company to solicit any customers; (iv) (A) any contract under which Contract between or among any Acquired Company and the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for any Affiliate of the benefit of or made an Investment in Company and (B) any other PersonContract with a Related Party; (v) any agreement, promissory note Contract that is terminable upon or indenture relating to prohibits a change of ownership or control of any Indebtedness or the guarantees thereof or the mortgaging, pledging, creating, granting or otherwise placing a Lien on any material asset or group of assets of the Company or its SubsidiariesAcquired Company; (vi) any lease Contract for capital expenditures or agreement pursuant to which the Company acquisition or its Subsidiaries is lessee construction of or holds or operates any property, real or personal, owned fixed assets requiring the payment by any other party, except for any lease Acquired Company of real or personal property under which the aggregate annual rental payments do not exceed an amount in excess of $100,000125,000; (vii) any lease Contract of any Acquired Company that provides for an increased payment or agreement pursuant to which benefit, or accelerated vesting, upon the Company execution hereof or its Subsidiaries is lessor of the Closing or permits any third party to hold or operate any property, real or personal, owned or controlled by in connection with the Company or any of its Subsidiariestransactions contemplated hereby; (viii) any contract Contract granting any Person a Lien on all or group any part of related contracts with any Asset of the same party Transferred Business or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $150,000, any Acquired Company other than purchase and sales contracts, orders incurred in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) below; (ix) any contract or agreement (A) relating to the licensing or granting of any rights or covenants with respect to, any Intellectual Property (whether granted to or by the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements); (x) any contract or agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries; (xii) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those equipment leases entered into in the ordinary course of business); ; (Fix) grants any Contract relating to any completed business acquisition by any Acquired Company within the last thirty-six (36) months; (x) any collective bargaining agreement; (xi) any Contract for the employment of exclusive rightsany officer, rights individual employee or other Person on a full-time or consulting basis providing for base compensation in excess of $150,000 per annum; (xii) any Contract relating to Indebtedness, the borrowing of money, or to mortgaging, pledging shares on any of the Acquired Companies, or otherwise placing a Lien on any of the Assets; (xiii) any Contract granting to any Person an option or a first refusal, rights of first negotiationfirst-offer, exclusivity, or similar rights preferential right to purchase or acquire any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications Assets of any Acquired Company; (xiv) any Contract that contains “most favored nation” or equivalent preferential pricing terms for the benefit of the Company’s Software (any Person other than pursuant to commitments performed the Acquired Companies; (xv) any Contract with any Agent, distributor, or Representative of any Acquired Company that is not terminable without penalty on ninety (90) days’ or less notice; (xvi) any Contract providing for the indemnification of any officer, director, employee, or other Person by any Acquired Company other than in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of in the Acquired Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions;Organizational Documents; and (xiiixvii) any settlement, conciliation joint venture or similar agreement with partnership Contract of any Governmental Authority Acquired Company or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of business); (xv) any contract or agreement, expected to generate receipts in excess of $100,000 during the Company’s current fiscal year, with (A) any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) above; or (xvi) any other agreement which is material to Contract providing for the sharing of any profits by any Acquired Company’s operations or business prospects or involves a consideration in excess of $250,000 annually. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreements. (b) Each Except as disclosed on Schedule 3.10(b) of the contractsDisclosure Schedules, leases, agreements and instruments set forth or required to be set forth on Schedule 2.11(a(i) (each, a “each Material Contract”) Contract is valid, binding and enforceable in accordance with its terms, and shall be in full force and effect without penalty and enforceable by each Acquired Company party thereto in accordance with its terms upon consummation of the Closing (unless such Material Contract has expired in accordance with its respective terms). Except as set forth on Schedule 2.11(b), (i) the Company and its Subsidiaries has performed all obligations required to be performed by it under each Material Contract and (with or without the lapse of time or the giving of notice, or both) is not in breach or default thereunder, (ii) no event has occurred which with Acquired Company is, and to the passage Knowledge of time or the giving of notice or both would result Company, no other party to a Material Contract is, in a default, breach or event of noncompliance by the Company or its Subsidiaries default under any Material Contract, (iii) neither to the Company nor Company’s Knowledge, no event has occurred that, with notice or the passage of time or both, would reasonably be expected to (A) constitute a breach or default under, (B) give any Subsidiary has Person the right to receive or require a refund, rebate, chargeback, penalty, or change in delivery schedule under any present expectation or intention of not fully performing all of its obligations under a Material Contract, (C) give any Person the right to accelerate the maturity or performance of any Material Contract, or (D) give any Person the right to cancel, terminate, or modify any Material Contract (exclusive of any right to do so at any time upon prior notice independent of the occurrence of such event), and (iv) no Material Contract is currently subject to or is expected to be subject to cancellationAcquired Company has given, termination or nor has any Acquired Company received from any other material modification by the other party thereto or is subject to Person, any penalty, right of set-off written notice or other charge by written communication regarding the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has Knowledge existence of any material breach of, or anticipated breach by the other parties to material default under, any Material Contract. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material Contracts. (c) The Company has made available to Buyer true, correct and complete copies of each of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a), together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as set forth on Schedule 2.11(a), as As of the date of this Agreement, other than as set forth in Section 3.13(a) of the Company Disclosure Letter, neither the Company, any of its Subsidiaries nor any of their respective assets or properties is a party to or bound by any: (i) Contract (A) relating to the disposition or acquisition by the Company or any of its Subsidiaries of any assets (other than acquisitions or dispositions of assets in the ordinary course of business), business (whether by merger, sale of stock, sale of assets or otherwise) or real property prior to the date of this Agreement with any outstanding material obligations (including sale of inventory, indemnification, “earn-out” or other contingent obligations or payments) or a purchase price or sale price, in each case in excess of $2,000,000 or (B) pursuant to which the Company or any of its Subsidiaries will acquire any ownership interest in any other person or other business enterprise other than the Company’s Subsidiaries; (ii) employment, individual consulting, severance, retention or similar contract with any officer, director, Employee or Independent Contractor that provides for annual base compensation of at least $300,000, other than Contracts terminable by the Company for any reason upon less than ninety (90) days’ notice without incurring any liability; (iii) collective bargaining agreement or other Contract with any labor union, labor or trade organization, works council or other employee representative body (other than any statutorily mandated agreement in non-U.S. jurisdictions); (iv) Contract containing provisions (A) prohibiting, restricting or limiting the right of the Company or any of its Subsidiaries to compete or to engage in any line or type of business or to conduct business with any Person or in any geographical area, (B) obligating the Company or any of its Subsidiaries to purchase or otherwise obtain any product or service exclusively from a single party, to conduct any business on a “most favored nations” basis with any third Person or to sell any product or service exclusively to a single party or conduct any business on an exclusive basis with any third Person, or (C) under which any Person has been granted the right to manufacture, sell, market or distribute any product of the Company or any of its Subsidiaries on an exclusive basis to any Person or group of Persons or in any geographical area; (v) Contract in respect of any Indebtedness in excess of $2,000,000, other than (A) accounts receivables and payables in the ordinary course of business, (B) loans to direct or indirect wholly owned Subsidiaries or other loans between or among the Company and its direct or indirect wholly owned Subsidiaries or between or among the Company’s Subsidiaries and (C) cash-pooling arrangements entered into between or among the Company and its Subsidiaries; (vi) Contract containing a right of first refusal, right of first negotiation, right of first offer, put, call, redemption, repurchase or similar right with respect to any Equity Interests, properties or assets that have a fair market value or purchase price of more than $2,000,000 in favor of a party other than the Company or its Subsidiaries; (vii) [Reserved]; (viii) Contract under which the Company or any of its Subsidiaries makes annual expenditures or receive annual revenues in excess of $3,000,000 during the current fiscal year; (ix) Contract with third-party manufacturers or suppliers for the manufacture or supply of materials or products in the supply chain for Products that involve payments in excess of $3,000,000 during the current fiscal year or the fiscal year ended December 31, 2022; (x) Contract that relates to the formation, creation, operation, governance, management or control of any partnership or joint venture with any third party that is material to the business of the Company and its Subsidiaries, taken as a whole; (xi) [Reserved]; (xii) settlement or similar agreement pursuant to which (A) the Company or any Subsidiary of the Company will be required to pay after the date of this Agreement any monetary amount in excess of $300,000 or (B) that contains non-monetary obligations or limitations on the conduct of the Company or any Subsidiary of the Company (other than ordinary course confidentiality obligations); (xiii) any indemnification between the Company or any of its Subsidiaries, on the one hand, and any officer, director or employee of the Company or any of its Subsidiaries, on the other hand; (xiv) Lease; or (xv) Contract with any of the top ten (10) vendors of the Company, calculated based on amounts spent by or on behalf of the Company during each of (i) the current fiscal year and (ii) the fiscal year ended December 31, 2022 (“Company Top Vendors”). Each Contract set forth in sub-clauses Section 3.13(a)(i) through Section 3.13(a)(xv) of this Section 3.13(a) and any IP Contract is referred to herein as a “Company Material Contract.” (b) Except as set forth in Section 3.13(b) of the Company Disclosure Letter, true, correct and complete copies of all written Company Material Contracts have been made available to Parent. (c) Except for such breaches and defaults as would not have a Company Material Adverse Effect (i) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party, is in violation or breach of or default under the terms of any Company Material Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder and (ii) each Company Material Contract is in full force and effect and is a legal, valid and binding agreement of, and enforceable against, the Company or any of its Subsidiaries, and, to the Knowledge of the Company, each other party thereto, except to the extent such enforceability is subject to the Enforceability Exceptions. There are no disputes pending or, to the Company’s Knowledge, threatened with respect to any of the Company Material Contracts and the Company or its applicable Subsidiary party thereto has not received any written notice of the intention of any other party to any Company Material Contract to (x) materially amend or modify the terms or conditions of any Company Material Contract or (y) to terminate any Company Material Contract, nor to the Company’s Knowledge is any such party threatening to do so, in each case except as would not have a Company Material Adverse Effect. Since December 31, 2022, neither the Company nor any of its Subsidiaries nor Seller has received written notice alleging a breach of or default under any Company Material Contract. (solely with respect to the Businessd) is a party to or bound by The Company has not received any of the following, whether written or oral: notice from any Company Top Vendor (i) any pensioncommunicating its intention to materially amend, profit sharingmodify, stock optionterminate, employee stock purchase not renew or other plan, program, policy, agreement or arrangement providing for deferred or other compensation (including any bonuses or other renumeration and whether in cash or otherwise) to any current or former managers, officers, employees or other individual service providers or severance, change in controlreduce its business relationship with the Company, or transaction related bonus agreements, programs, policies or arrangements; (ii) any contract for to the employment or service of any current manager, officer, employee or other individual service provider on a full-time, part-time, consulting or other basis providing for annual compensation opportunities in excess of $150,000; (iii) any collective bargaining agreement or other contract with any union, works councileffect that it will fail to perform, or other labor organization or employee representative (eachis reasonably likely to fail to perform, a “Labor Agreement”); (iv) any contract under which the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other Person; (v) any agreement, promissory note or indenture relating to any Indebtedness or the guarantees thereof or the mortgaging, pledging, creating, granting or otherwise placing a Lien on any material asset or group of assets of the Company or its Subsidiaries; (vi) any lease or agreement pursuant to which the Company or its Subsidiaries is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000; (vii) any lease or agreement pursuant to which the Company or its Subsidiaries 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 of its Subsidiaries; (viii) any contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $150,000, other than purchase and sales contracts, orders incurred in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) below; (ix) any contract or agreement (A) relating to the licensing or granting of any rights or covenants with respect to, any Intellectual Property (whether granted to or by the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements); (x) any contract or agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries; (xii) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of business); (xv) any contract or agreement, expected to generate receipts in excess of $100,000 during the Company’s current fiscal year, with (A) any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) above; or (xvi) any other agreement which is material to the Company’s operations or business prospects or involves a consideration in excess of $250,000 annually. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreements. (b) Each of the contracts, leases, agreements and instruments set forth or required to be set forth on Schedule 2.11(a) (each, a “Material Contract”) is valid, binding and enforceable in accordance with its terms, and shall be in full force and effect without penalty in accordance with its terms upon consummation of the Closing (unless such Material Contract has expired in accordance with its terms). Except as set forth on Schedule 2.11(b), (i) the Company and its Subsidiaries has performed all obligations required to be performed by it under each Material Contract and (with or without the lapse of time or the giving of notice, or both) is not in breach or default thereunder, (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or its Subsidiaries under any Material Contract, (iii) neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has Knowledge of any breach or anticipated breach by the other parties to any Material Contract. There are no renegotiations ofpending or, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any the Knowledge of the Material ContractsCompany, threatened material disputes with any Company Top Vendor. (c) The Company has made available to Buyer true, correct and complete copies of each of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a), together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as set forth on Section 3.11(a) of the Disclosure Schedule 2.11(a)lists, as of the date hereof, all of this Agreement, neither the following Contracts to which any Acquired Company nor any of its Subsidiaries nor Seller (solely with respect to the Business) is a party to or bound by any of the following, whether written or oralparty: (i) any pension, profit sharing, stock option, employee stock purchase or other plan, program, policy, agreement or arrangement providing for deferred or other compensation Contract of any Acquired Company involving aggregate consideration in excess of One Hundred Thousand Dollars (including any bonuses or other renumeration and whether in cash or otherwise$100,000) to any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangementsper annum; (ii) any contract for partnership agreement or joint venture Contract pursuant to which an Acquired Company has an obligation to make an investment in or loan to any Person or that involves a sharing of revenues, profits, losses, costs or liabilities by an Acquired Company with any Person (other than the employment or service of any current manager, officer, employee or other individual service provider on a full-time, part-time, consulting or other basis providing for annual compensation opportunities in excess of $150,000Company); (iii) any collective bargaining agreement or other contract Contract with any unionthe top twenty (20) customers of the Acquired Companies by revenue received during the period beginning on January 1, works council2018 and ending on May 31, or other labor organization or employee representative 2018 (each, a “Labor AgreementMaterial Client”); (iv) any contract under which Contract with the Company or its Subsidiaries has advanced or loaned money totop ten (10) suppliers and service providers of the Acquired Companies based on payments made during the period beginning on June 1, guaranteed an amount for 2017 and ending on May 31, 2018, in each case that is material to the benefit of or made an Investment in any other PersonAcquired Company’s business and operations (each, a “Material Supplier”); (v) all Contracts that require any agreement, promissory note Acquired Company to purchase its total requirements of any product or indenture relating to any Indebtedness service from a third party or the guarantees thereof that contain “take or the mortgaging, pledging, creating, granting or otherwise placing a Lien on any material asset or group of assets of the Company or its Subsidiariespay” provisions; (vi) any lease or agreement pursuant to which all Contracts that provide for (1) the Company or its Subsidiaries is lessee of or holds or operates any property, real or personal, owned indemnification by any Acquired Company of any Person (other partythan Standard Form Customer Contracts and Non-Negotiated Vendor Contracts) or (2) the assumption of any Tax, except for environmental or other Liability of any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000Person; (vii) (i) any lease Contract that includes an obligation by any of the Acquired Companies to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or agreement pursuant to which the Company violation of any Intellectual Property Rights or its Subsidiaries is lessor Technology and (ii) any other Contract of guarantee, support, assumption or permits any third party to hold or operate any propertyendorsement of, real or personal, owned or controlled by the Company or any similar commitment with respect to, the obligations, Liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of its Subsidiariesany other Person, other than, in the case of both clauses (i) and (ii), Standard Form Customer Contracts and Non-Negotiated Vendor Contracts; (viii) any contract all employment agreements and Contracts with independent contractors or group of related contracts with the same party consultants (or group of affiliated parties the performance of which involves consideration in the aggregate similar arrangements) providing for fixed compensation in excess of One Hundred Fifty Thousand Dollars ($150,000, ) per annum to which the Acquired Companies are a party other than purchase such employment agreements or Contracts which are terminable without cost or liability to the Acquired Companies and sales contracts, orders incurred in the ordinary course of business, and contracts responsive to clause with no more than sixty (ii60) above or clause (xiv) belowdays’ notice; (ix) all collective bargaining agreements or Contracts with any contract or agreement (A) relating Union to the licensing or granting of which any rights or covenants with respect to, any Intellectual Property (whether granted to or by the Acquired Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements)a party; (x) any contract Contract, other than Standard Form Customer Contracts and Non-Negotiated Vendor Contracts, that (i) provides for the authorship, invention, creation, conception or agreement other development of any Technology or Intellectual Property Rights (A) by any of the Acquired Companies for any other Person or (B) for any of the Acquired Companies by any other Person, including, in each of clauses (A) and (B), any joint development by any of the Acquired Companies with a term any other Person; (ii) provides for the assignment or other transfer of more than six months which is not terminable upon less than thirty any ownership interest in Technology or Intellectual Property Rights (30A) days’ notice without penalty and involves a consideration to any of the Acquired Companies from any other Person or (B) by any of the Acquired Companies to any other Person; (iii) includes any grant of an Intellectual Property License to any other Person by any of the Acquired Companies ; or (iv) includes any grant of an Intellectual Property License to any of the Acquired Companies by any other Person (other than, with respect to this subsection (iv) only, licenses for Open Source Software listed in excess Section 3.12(m) of $250,000 annuallythe Disclosure Schedule); (xi) any contract non-disclosure Contract or agreement regarding any material indemnification provided to other Contract primarily concerning the disclosure of Proprietary Information by, to, or by the Company or from any of its Subsidiariesthe Acquired Companies (other than (i) Standard Form Customer Contracts, (ii) Non-Negotiated Vendor Contracts or (iii) Contracts in substantially the form of the Acquired Companies’ standard non-disclosure Contract made available to Buyer prior to the date hereof); (xii) any contract or agreement containing Contract under which any of the following provisions enforceable against the Company: Acquired Company (A) most favored customer pricing covenants; (B) non-competition with grants any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into in the ordinary course of business); (F) grants of exclusive rights, noncompetition rights, rights of first refusal, rights of first negotiationnegotiation or most-favored customer rights, (B) limits or similar rights purports to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any limit the ability of the Company’s Software Acquired Companies to compete in any line of business or with any Person or in any geographic area or during any period of time (other than pursuant to commitments performed in Standard Form Customer Contracts), (C) contains “clawback” or similar undertakings by the ordinary course Acquired Companies requiring the reimbursement or refund of business under service level agreementsany fees (other than Standard Form Customer Contracts), maintenance and support agreements); (ID) revenue-sharing contains caps or commission obligations; waivers on or of fees or other expenses, (E) contains “key person” covenants, undertakings or notice or termination provisions or (JF) obligation to purchase all contains performance-based fee or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisionsallocation provisions (other than Standard Form Customer Contracts); (xiii) any settlementContract that following Closing would or would purport to require Buyer or any of its Affiliates (other than the Acquired Companies) to (i) grant any Intellectual Property License (other than Standard Form Customer Contracts), conciliation (ii) assign or similar agreement with transfer to any Governmental Authority Person any Company Intellectual Property, or other Person containing obligations yet (iii) subject any Company Intellectual Property to be performed or completed by either or both partiesany Encumbrance; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of business)Related Party Contracts; (xv) any contract or agreementall franchise, expected agency, market research, and marketing consulting and advertising Contracts to generate receipts in excess of $100,000 during which the Company’s current fiscal year, with (A) any Governmental Authority, (B) any prime contractor of Acquired Companies are a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) above; orparty; (xvi) any agreement for the sale of any of the assets of an Acquired Company, other than any such sale in the Ordinary Course of Business or the disposition or sale of obsolete assets or assets with de minimis or no book value; (xvii) any agreement which is material that relates to the acquisition of any business or assets of any other Person (whether by merger, sale of stock, sale of assets or otherwise); (xviii) any executory agreement relating to the acquisition by an Acquired Company of any operating business or the assets or Equity Interests of any other Person, other than agreements entered into in the Ordinary Course of Business for the acquisition of goods and services and confidentiality agreements; (xix) any Contract with any Governmental Body to which any Acquired Company is a party; (xx) any Contracts relating to Indebtedness (including guarantees) of the Acquired Companies, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP, in each case, where any Acquired Company is a lender or borrower; (xxi) any Contract containing provisions requiring future contingent or non-contingent “earnout” or similar payments to be made by any Acquired Company’s operations ; (xxii) any Contract providing for future payments or business prospects the acceleration or involves vesting of payments that are conditioned, in whole or in part, on a consideration change in excess control of $250,000 annually. The descriptions any Acquired Company; and (xxiii) any Contract under which an Acquired Company has made advances or loans to any other Person, other than advances made to any employee of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with such Acquired Company in the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreementsOrdinary Course of Business. (b) Each of the contracts, leases, agreements and instruments contracts set forth or required to be set forth on in Section 3.11(a) of the Disclosure Schedule 2.11(a) (each, a the “Material ContractContracts”) is validthe legal, valid and binding and obligation of the applicable Acquired Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and shall be similar Laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity). Except as expressly stated in Section 3.11(b) of the Disclosure Schedule, each of the Material Contracts is in full force and effect without penalty in accordance with its terms upon consummation effect, and the applicable Acquired Company is not and, to the Knowledge of the Closing (unless Seller, no other party to any such Material Contract agreement is, in material default under any such agreement. To the Seller’s Knowledge, no event or circumstance has expired in accordance occurred that, with its terms). Except as set forth on Schedule 2.11(b), (i) the Company and its Subsidiaries has performed all obligations required to be performed by it under each Material Contract and (with notice or without the lapse of time or the giving both, would be reasonably expected to constitute an event of notice, default under any Material Contract or both) is not in breach or default thereunder, (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach termination thereof or event would be reasonably expected to cause or permit the acceleration or other adverse changes of noncompliance by any right or obligation or the Company or its Subsidiaries under loss of any Material Contract, (iii) neither the Company nor any Subsidiary has any present expectation or intention material benefit thereunder. Complete and correct copies of not fully performing all of its obligations under a Material Contract, (iv) no each Material Contract is currently subject to or is expected to be subject to cancellation(including all modifications, termination or any other material modification by the other party amendments and supplements thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (vwaivers thereunder) neither the Company nor any of its Subsidiaries has Knowledge of any breach or anticipated breach by the other parties to any Material Contract. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material Contracts. (c) The Company has have been made available to Buyer true, correct and complete copies of each of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a), together with all amendments, waivers or other changes theretoBuyer.

Contracts and Commitments. (a) Except as set forth on in Schedule 2.11(a), as of the date of this Agreement4.12, neither the Company nor any Subsidiary of its Subsidiaries nor Seller (solely with respect to the Business) Company is a party to or bound by any of the following, whether written or oralto: (ia) any pension, profit sharing, stock option, employee stock purchase material partnership agreements or other plan, program, policy, agreement or arrangement providing for deferred or other compensation (including any bonuses or other renumeration and whether in cash or otherwise) to any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus joint venture agreements, programs, policies or arrangements; (iib) any contract for agreement requiring the employment or service payment of any current manager, officer, employee or other individual service provider on a full-time, part-time, consulting or other basis providing for annual compensation opportunities in excess of $150,000; (iii) any collective bargaining agreement or other contract severance with any uniondirector, works councilOfficer (as defined in Section 4.24) or employee, or other labor organization or employee representative (each, a “Labor Agreement”any consultant set forth on Schedule 4.9(g); (ivc) any non-competition, secrecy or confidentiality agreement relating to the business of the Company or any of its Subsidiaries or any of their assets, any other contract under which restricting or preventing the Company's or any of its Subsidiaries' or Affiliates' right to enter into any line of business involving clinical laboratory products and services or any contract restricting the Company's or any of its Subsidiaries' right to conduct the business of the Company or any of its Subsidiaries at any time, in any manner or at any place in the world, in each case other than confidentiality or non-disclosure obligations entered into by the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for in the benefit ordinary course of or made an Investment in any other Personbusiness; (vd) any agreementagreements with any current Officer, promissory note director or indenture relating to any Indebtedness or the guarantees thereof or the mortgaging, pledging, creating, granting or otherwise placing a Lien on any material asset or group Affiliate of assets of the Company or its Subsidiaries; (vi) any lease or agreement pursuant to which the Company or its Subsidiaries is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000; (vii) any lease or agreement pursuant to which the Company or its Subsidiaries 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 of its Subsidiaries; (viiie) any contract agreements for the sale of any of the assets of the Company or group any of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $150,000, its Subsidiaries other than purchase and sales contracts, orders incurred in the ordinary course of business, and contracts responsive business or for the grant to clause (ii) above or clause (xiv) belowany person of any preferential rights to purchase any of its assets; (ixf) any contract or agreement (A) relating to the licensing or granting of any rights or covenants with respect to, any Intellectual Property (whether granted to or acquisition by the Company or any of its SubsidiariesSubsidiaries of any operating business or the assets or capital stock of any other Person entered into during the last twelve (12) months; (g) any material agreements relating to the incurrence, assumption, surety or to or by Seller guarantee of any Indebtedness; (h) any material agreements under which the Company or any of its Subsidiaries has made advances or loans to any other Affiliates with respect Person (which shall not include advances made to the Business), other than (1) non-exclusive licenses granted to an employee of the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or consistent with past practice); (i) any other consideration for any such software agreement (or group of related software licenses of no more than $100,000 (“Software Licenses”), (2agreements) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose performance of which is something other than requires aggregate payments to or from the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements); (x) any contract or agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries; (xii) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (per year, other than those agreements entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiiij) any settlement, conciliation agreements that contain any provisions requiring the Company or similar agreement with any Governmental Authority or of its Subsidiaries to indemnify any other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders party thereto other than agreements entered into in the ordinary course of business)business which would not reasonably be expected to have a Company Material Adverse Effect; (xvk) any contract material written agreement for the sale of goods or agreement, expected to generate receipts in excess of $100,000 during the Company’s current fiscal year, with (A) any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor services to any Governmental Authority other than any participating provider agreement with Medicare, Medicaid, or Federal or State healthcare departments, and a copy of each such agreement has been furnished to or made available as requested by Parent prior to the date of this Agreement; (Cl) any subcontractor at material managed care agreements granting any tier party "most favored nation" status with respect to any agreement or contract of a type described in clauses (A) or (B) abovepricing; or (xvim) any other agreement under which is the Company or any of its Subsidiaries licenses or transfers any rights to any material to Intellectual Property rights or under which the Company’s operations Company or business prospects any of its Subsidiaries licenses any intellectual property rights of others except for licenses of widely available "shrink wrap," "click wrap" or involves a consideration in excess of $250,000 annuallysimilarly licensed software. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreements. (b) Each of the contracts, leases, agreements and instruments set forth or required to be contracts set forth on Schedule 2.11(a) 4.12 (each, a “the "Material Contract”Contracts") is validin full force and effect and is the legal, valid and binding and obligation of the Company and/or its Subsidiaries, enforceable against them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and shall be similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in full force and effect without penalty a proceeding at law or in accordance with its terms upon consummation of the Closing (unless such Material Contract has expired in accordance with its termsequity). Except as set forth on Schedule 2.11(b), (i) the Company True and its Subsidiaries has performed complete copies of all obligations required to be performed by it under each Material Contract and (with or without the lapse of time or the giving of notice, or both) is not in breach or default thereunder, (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or its Subsidiaries under any Material Contract, (iii) neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject Agreements have been furnished to or is expected to be subject to cancellation, termination or any other material modification made available as requested by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither Parent. Neither the Company nor any of its Subsidiaries has Knowledge breached or improperly terminated any such Material Contract, the effect of which would reasonably be expected to have a Company Material Adverse Effect, and neither the Company nor, to the knowledge of the Company, any breach third party is in default under any such Material Contract, the effect of which would have a Company Material Adverse Effect. To the Company's knowledge, there exists no condition or anticipated breach event that, after notice or lapse of time or both, would constitute any such breach, termination or default, the effect of which would have a Company Material Adverse Effect. Except as set forth on Schedule 4.12, to the Company's knowledge, there is no bid or contract proposal made by the other parties to any Material Contract. There are no renegotiations of, Company or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of its subsidiaries that, if accepted and entered into, is likely to result in a material loss to the Material ContractsCompany or any of its Subsidiaries. (c) The Company has made available to Buyer true, correct and complete copies of each of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a), together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as set forth on Schedule 2.11(a), as As of the date of execution of this Agreement, Schedule 4.22(a) of the Signing Disclosure Schedule, and as of the Closing Date, Schedule 4.22(a) of the Closing Disclosure Schedule, contains a complete and accurate list of all agreements, contracts, licenses, instruments, obligations and commitments of any kind, whether written or oral, including all indentures, loans, mortgages leases, notes, installment obligations (including finance leases), consulting agreements, services agreements and agreements for the sale of goods or provision of services, any agreement to acquire any debt obligations of others, power of attorney or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any other Person, corporation, partnership, joint venture, association, organization or other entity (collectively, the "Contracts") for which any of the following apply: (i) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their properties or assets may be bound or (ii) entered into by or on behalf, at the direction, with the consent or under the authority of (A) any past or present Additional KSO Employee, (B) the Company, any of its Subsidiaries or any of the Selling Shareholders, (C) any past or present officer, director, commissioner or employee of the Company, any of its Subsidiaries or any of the Selling Shareholders or (D) any past or present officer, director, commissioner or employee of any Affiliate of any Selling Shareholder to which the KSO Unit is a party or by which the KSO Unit or any of its properties or assets may be bound. (b) Except for the KSO Agreement, each of the Contracts is a legal, valid, binding and enforceable obligation of the parties thereto, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of Purchaser's rights generally and (ii) general equitable principles. Except for the KSO Agreement, neither the Company nor any of its Subsidiaries is in default under or in violation of, nor Seller (solely has any event occurred that with respect to the Business) giving of notice or lapse of time or both would constitute a default or event of default under, nor is there any valid basis for any claim of default under or violation of, any Contract. To the Knowledge of the Selling Shareholders, the KSO Unit is not in default under or in violation of any Contract and no event has occurred that with the giving of notice or lapse of time or both would constitute a default or event of default under, and there is no basis for any claim of default under or violation of, any Contract. To the Knowledge of the Selling Shareholders, there has been no default, violation or event that with the giving of notice or lapse of time or both would constitute a default or event of default on the part of any other party to or bound by any a Contract except for the KSO Agreement. As of the followingClosing Date, whether written or oral: (i) any pension, profit sharing, stock option, employee stock purchase or other plan, program, policy, agreement or arrangement providing for deferred or other compensation (including any bonuses or other renumeration and whether each Contract then in cash or otherwise) to any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangements; (ii) any contract for the employment or service of any current manager, officer, employee or other individual service provider on a full-time, part-time, consulting or other basis providing for annual compensation opportunities in excess of $150,000; (iii) any collective bargaining agreement or other contract with any union, works council, or other labor organization or employee representative (each, a “Labor Agreement”); (iv) any contract under which the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other Person; (v) any agreement, promissory note or indenture relating to any Indebtedness or the guarantees thereof or the mortgaging, pledging, creating, granting or otherwise placing a Lien on any material asset or group of assets of the Company or its Subsidiaries; (vi) any lease or agreement pursuant to which the Company or its Subsidiaries is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000; (vii) any lease or agreement pursuant to which the Company or its Subsidiaries 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 of its Subsidiaries; (viii) any contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $150,000, other than purchase and sales contracts, orders incurred in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) below; (ix) any contract or agreement (A) relating to the licensing or granting of any rights or covenants with respect to, any Intellectual Property (whether granted to or by the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements); (x) any contract or agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries; (xii) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those effect was entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation or similar agreement consistent with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of business); (xv) any contract or agreement, expected to generate receipts in excess of $100,000 during the Company’s current fiscal year, with (A) any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) above; or (xvi) any other agreement which is material to the Company’s operations or business prospects or involves a consideration in excess of $250,000 annually. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreementspast practice. (b) Each of the contracts, leases, agreements and instruments set forth or required to be set forth on Schedule 2.11(a) (each, a “Material Contract”) is valid, binding and enforceable in accordance with its terms, and shall be in full force and effect without penalty in accordance with its terms upon consummation of the Closing (unless such Material Contract has expired in accordance with its terms). Except as set forth on Schedule 2.11(b), (i) the Company and its Subsidiaries has performed all obligations required to be performed by it under each Material Contract and (with or without the lapse of time or the giving of notice, or both) is not in breach or default thereunder, (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or its Subsidiaries under any Material Contract, (iii) neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has Knowledge of any breach or anticipated breach by the other parties to any Material Contract. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material Contracts. (c) The Company has made available to Buyer true, correct and complete copies of each of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a), together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as set forth on The Contracts Schedule 2.11(a)lists or, as of the date of this Agreementif not in writing, neither the Company nor any of its Subsidiaries nor Seller (solely with respect to the Business) is a party to or bound by any of the followingdescribes in reasonable detail, whether written or oral: (i) any pension, profit sharing, stock option, employee stock purchase or other plan, program, policy, agreement or arrangement providing for deferred or other compensation (including any bonuses or other renumeration and whether in cash or otherwise) to any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangements; (ii) any contract for the employment or service of any current manager, officer, employee or other individual service provider on a full-time, part-time, consulting or other basis providing for annual compensation opportunities in excess of $150,000; (iii) any collective bargaining agreement or other contract with any union, works council, or other labor organization or employee representative (each, a “Labor Agreement”); (iv) any contract under which the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other Person; (v) any agreement, promissory note or indenture relating to any Indebtedness or the guarantees thereof or the mortgaging, pledging, creating, granting or otherwise placing a Lien on any material asset or group of assets of the Company or its Subsidiaries; (vi) any lease or agreement pursuant all Contracts not fully performed to which the Company or any of its Subsidiaries is lessee of party or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000; (vii) any lease assets or agreement pursuant to which properties of the Company or any of its Subsidiaries is lessor bound (i) entered into in the ordinary course of or permits any third party to hold or operate any property, real or personal, owned or controlled business and which may not be terminated by the Company or any of its Subsidiaries; Subsidiaries with less than 90 days prior notice, (ii) for the purchase by any of them of any materials, supplies, equipment or services for more than $250,000 per year, (iii) for the sale of any product or service for more than $250,000 per year or pursuant to which the Company or any of its Subsidiaries granted a customer or distributor material consignment rights, (iv) for the purchase or improvement of any fixed or capital assets or any business for more than $250,000, (v) for the sale of any fixed or capital assets or any 10386168.17 business for more than $250,000 as to any individual or series of related items, (vi) all Contracts with current and former employees, officers and directors for more than $75,000 per year, (vii) all Contracts relating to any strategic alliance or similar arrangement, (viii) all employment, management, consulting, independent contractor, subcontractor, retainer or other similar type of Contract under which services are provided by fees or fees are paid to any contract Person and agreements or group of related contracts with commitments to enter into the same party or group of affiliated parties the performance same, (ix) all Contracts of which involves consideration in the aggregate in excess benefits of $150,000which will be increased, or the vesting of the benefits will be accelerated, by the occurrence of any transactions contemplated by this Agreement, (x) any fidelity or surety bond or completion bond, (xi) any Contract providing for indemnification (other than purchase and sales contracts, orders incurred in the ordinary course of businessbusiness Contracts with provisions for indemnification) or guaranty, and contracts responsive to clause (ii) above or clause (xiv) below; (ixxii) any contract Contract containing any covenant limiting the freedom of the Company or agreement any Subsidiary (Aor any of their current or future Affiliates) relating to the licensing solicit for employment or granting of hire any rights or covenants with respect to, any Intellectual Property (whether granted to or Person for employment by the Company or any of its Subsidiaries, (xiii) all mortgages, indentures, loans or credit agreements, security agreements, guaranties or other agreements or instruments relating to the borrowing of money or extension of credit or to mortgaging, pledging or by Seller otherwise placing a Lien on any portion of the Company's or any of its Subsidiaries' assets, and any other Affiliates with respect letters of credit, financing, surety, bonding or similar arrangements pursuant to the Business), other than (1) non-exclusive licenses granted to which the Company or any of its Subsidiaries in the ordinary course secures any of business its obligations, including insurance obligations, (xiv) all Contracts with Related Parties, (xv) all Intellectual Property Contracts (except for generally available commercialcommercially available, unmodified, “"off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”" software), (2xvi) licenses for Open Source Softwareall Hedging Agreements, (3xvii) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract all distribution, joint marketing or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”)development Contracts, (Bxviii) related to all collective bargaining agreements or Contracts with any labor union, (xix) all leases or Contracts under which the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s Company or any of its Subsidiaries’ ability to use, enforceSubsidiaries is lessee of, or disclose holds or operates any Company Intellectual Property personal property owned by any other party, for which the annual rental exceeds $100,000, (xx) all Contracts with the Seller and (xxi) all joint venture, partnership agreement, limited liability company agreement and any other similar Contract involving a sharing of profits or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreementslosses, settlement agreements and consent to use agreements); (x) any contract costs or agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material indemnification provided to or liabilities by the Company or any of its Subsidiaries; (xii) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition Subsidiaries with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with any collectively, the “Material Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of businessContracts”); (xv) any contract or agreement, expected to generate receipts in excess of $100,000 during the Company’s current fiscal year, with (A) any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) above; or (xvi) any other agreement which is material to the Company’s operations or business prospects or involves a consideration in excess of $250,000 annually. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreements. (b) Each of the contractsThe Buyer either has been supplied with, leases, agreements and instruments set forth or required to be set forth on Schedule 2.11(a) (eachhas been given access to, a “Material Contract”) is valid, binding true and enforceable in accordance with its terms, and shall be in full force and effect without penalty in accordance with its terms upon consummation correct copy of the Closing (unless such Material Contract has expired in accordance with its terms). Except as set forth on Schedule 2.11(b), (i) the Company and its Subsidiaries has performed all obligations required to be performed by it under each Material Contract and (with or without the lapse of time or the giving of notice, or both) is not in breach or default thereunder, (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or its Subsidiaries under any Material Contract, (iii) neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has Knowledge of any breach or anticipated breach by the other parties to any Material Contract. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the written Material Contracts. (c) The Company has made available to Buyer true, correct and complete copies of each of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a), together with all material amendments, waivers or other changes thereto. (c) Neither the Company nor any Subsidiary or, to the Company’s Knowledge, any other party thereto, is in material breach or default under any Material Contract. (d) Each Material Contract is in full force and effect and constitutes a legal, valid and binding obligation of the Company (subject to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws not or hereafter in effect relating to creditors’ rights generally and general principles of equity). (e) No party to a Material Contract has given the Company or any Subsidiary (and neither the Company nor any Subsidiary has given its counter-party) written notice of its intention to cancel, terminate or fail to renew any such Material Contract.

Contracts and Commitments. (a) Except as set Schedule 4.11 sets forth on Schedule 2.11(a), as a correct and complete list of all the Contracts of the date of this Agreement, neither the Company nor following types to which any of its Subsidiaries nor Seller (solely with respect to the Business) Companies is a party to or bound by which any of the followingthem is bound, whether written or oralto which any of their respective assets or properties is subject: (i) collective bargaining agreement or other Contract with any labor union or any bonus, pension, profit sharing, stock option, employee stock purchase retirement or other form of deferred compensation plan, program, policy, agreement or arrangement providing for deferred or other compensation (including any bonuses or other renumeration and whether in cash or otherwise) to any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangements; (ii) any contract Contract for the employment or service retention of any current managerofficer, independent contractor, individual employee or other person on a full-time or consulting basis, including any Contract with any officer, employee or other individual service provider on a full-timeindependent contractor with respect to change of control, part-timeretention bonus, consulting severance or other basis providing for annual compensation opportunities in excess of $150,000similar benefits; (iii) any collective bargaining agreement bonus, pension, profit sharing, retirement or other contract with any union, works council, or other labor organization or employee representative (each, a “Labor Agreement”)form of deferred compensation plan; (iv) any contract under which the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other Person; (v) any agreement, promissory note agreement or indenture or similar Contract relating to any Indebtedness the borrowing of money or the guarantees thereof or the to mortgaging, pledging, creating, granting pledging or other Indebtedness or otherwise placing a Lien on any material asset or group of assets portion of the Company Companies’ assets; (v) lease or its Subsidiariesagreement or similar Contract under which it is lessor or lessee of any personal property for which the annual rental exceeds $50,000; (vi) any lease or agreement pursuant to which the Company or its Subsidiaries is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000Real Property Leases; (vii) any lease Contract or agreement pursuant group of related Contracts with the same party (or Affiliates thereof that are known to be Affiliates of such party by the Companies) for the purchase or sale of products or services, under which the Company undelivered balance of such products or its Subsidiaries is lessor services has a selling price in excess of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company or any of its Subsidiaries$50,000; (viii) any contract Contract relating to sales agency, sales representative, distribution arrangements, buying group or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $150,000, other than purchase and sales similar contracts, orders incurred in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) below; (ix) any contract commodities future, derivative or agreement (A) relating to the licensing or granting of any rights or covenants with respect to, any Intellectual Property (whether granted to or by the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements)similar Contract; (x) any contract covenant not to compete or agreement similar Contract limiting the ability of the Companies or any of their respective employees, officers or directors to engage in any line of business or to compete with a term any Person in any respect, including with respect to any Contract purporting to limit in any way the geographic scope of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess the conduct of $250,000 annuallythe business of the Companies, or any of their respective employees, officers or directors; (xi) any contract or agreement regarding any material indemnification provided to or by the Company Contracts providing “most favored” pricing or any exclusive rights with respect to the manufacturing, sale, sales representative or distribution of its Subsidiariesthe products of the Companies or the purchase of raw materials or products from third parties; (xii) any contract for the purchase of any fixed asset for a price in excess of $25,000; (xiii) any Contract for the sale or agreement containing transfer of any of the following provisions enforceable against assets or properties of the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (Companies other than those entered into sales of finished goods inventory in the ordinary course of business); ; (Fxiv) grants Contracts involving any joint venture, partnership, strategic alliance, co-marketing, sharing of exclusive rights, rights of first refusal, rights of first negotiation, profits or losses or similar rights arrangement; (xv) Contracts relating to any acquisition by the Companies of any operating business or material portion of the assets or properties of any Person or any capital stock or other equity interest of any other Person; ; (Gxvi) scheduled price reductionsContracts containing licenses granted by the Companies to any Intellectual Property and licenses granted to the Companies to the intellectual property of any other Person (excluding readily available, customer credits off-the-shelf software requiring aggregate payments of less than $50,000); (xvii) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of the Companies or the Companies are granted the authority to act for or on behalf of any Person; (xviii) any Contract that requires the payment of royalties, commissions, finders’ fees or similar concessions; payments; (Hxix) commitments to future development or modifications any Contract with any Governmental Body; (xx) any contract for the disposition of any portion of the Company’s Software combined assets or business of the Companies (other than pursuant to commitments performed sales of inventory in the ordinary course of business under service level agreements, maintenance and support agreements); (Iconsistent with past practice) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all any contract for the acquisition of the Company’s requirements assets or business of a particular product any other business (other than purchases of inventory or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into components in the ordinary course of business)) or any capital stock or other equity interest of any other Person or any contract relating to any merger, consolidation or reorganization of any of the Companies with any other Person; (xvxxi) any contract Contract with any Major Customer or agreement, expected to generate receipts Major Supplier; and (xxii) any other Contract that (A) provides for future payments by the Companies in excess of $100,000 during the Company’s current fiscal year, with (A) any Governmental Authority50,000 per annum, (B) any prime contractor is not terminable by the Companies upon notice of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority thirty (30) calendar days or less without penalty or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) above; or (xvi) any other agreement which is otherwise material to the Company’s operations or business prospects or involves a consideration in excess of $250,000 annuallyCompanies. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreements. (b) Each None of the contractsCompanies are in breach or default (nor would be with or without notice or lapse of time, leases, agreements and instruments set forth or both) under any Contract listed or summarized on the Schedule 4.11 or required to be set forth listed or summarized on Schedule 2.11(a) such schedule (each, a “Material Contract” and, collectively, the “Material Contracts”) is validand, binding and enforceable in accordance with its terms, and shall be in full force and effect without penalty in accordance with its terms upon consummation to the Knowledge of the Closing (unless such Companies and Shareholders, the other party to each of the Material Contract has expired in accordance with its terms). Except as set forth on Schedule 2.11(b), (i) the Company and its Subsidiaries has performed all obligations required to be performed by it under each Material Contract and (with or without the lapse of time or the giving of notice, or both) Contracts is not in breach or default thereunder, (ii) no event has occurred which nor would be with the passage of time or the giving of without notice or both would result lapse of time, or both) thereunder. Each of the Material Contracts is in a defaultfull force and effect and constitutes the valid and binding obligation of the applicable Company and, breach to the Knowledge of the Companies and Shareholders, the other party(ies) thereto in accordance with its terms. None of the Companies have repudiated any Material Contract or event given or received any written or, to the Knowledge of noncompliance by the Company or its Subsidiaries under Companies and Shareholders, oral notice that any party intends to terminate any Material Contract, (iii) neither and to the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has Knowledge of any breach or anticipated breach by the other parties Companies and Shareholders, no party to any Material Contract intends to terminate or not renew any such Material Contract. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material Contracts. (c) The Company has made available Companies have previously delivered to Buyer true, correct and complete copies of each of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a)all Material Contracts, together with all material amendments, waivers or other changes thereto.

Contracts and Commitments. (ai) Except as set forth on Schedule 2.11(a------------------------- 3.01(q), as of the date of this Agreement, neither the Company nor any of its Subsidiaries nor Seller the Predecessor Company (solely with respect immediately prior to the Businessconsummation of the Reorganization) is a party to or bound by any of the following, whether written or oral: (iA) any pension, profit sharing, stock option, employee stock purchase or other plan, program, policy, collective bargaining agreement or arrangement providing for deferred or any other compensation (including contract with any bonuses or other renumeration and whether in cash or otherwise) to any current or former managers, officers, employees or other individual service providers or severance, change in controllabor union, or transaction related bonus any severance agreements, programs, policies or arrangements; (iiB) management agreement, any contract for the employment or service of any current manager, officer, individual employee or other individual service provider Person on a full-time, part-time, consulting or other basis or any contract providing for annual the payment of any cash or other compensation opportunities or benefits upon the consummation of the transactions contemplated hereby or any contract relating to loans to any officers, directors or Affiliates of the Company or any of the Subsidiaries; (C) contract or agreement requiring the consent of any party thereto upon a change in control of the Company, containing any provision which would result in a modification of any rights or obligations of any party thereunder upon a change in control of the Company or which would provide any party any remedy (including rescission or liquidated damages) in the event of a change in control of the Company, except for any such contracts or agreements involving less than $50,000 in any twelve-month period; (D) contract under which it has advanced or loaned monies to any other Person or otherwise agreed to advance, loan or invest any funds (other than advances to the Company's employees in the ordinary course of business consistent with past practice), in each case in excess of $150,00050,000; (iiiE) any collective bargaining agreement or other contract with any union, works council, or other labor organization or employee representative (each, a “Labor Agreement”); (iv) any contract under which the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other Person; (v) any agreement, promissory note or indenture relating to any Indebtedness or the guarantees thereof over $50,000 or the mortgaging, pledging, creating, granting pledging or otherwise placing of a Lien on any material asset or group of assets of the Company or any of its SubsidiariesSubsidiaries worth over $50,000; (viF) any lease or agreement pursuant to under which the Company or its Subsidiaries any Subsidiary is lessee of of, or holds or operates operates, any property, real or personal, owned by any other partyPerson, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,00050,000 in any twelve-month period; (viiG) any lease or agreement pursuant to under which the Company or its Subsidiaries any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company, except for any lease of personal property under which the aggregate annual rental payments received by the Company or and its Subsidiaries do not exceed $50,000 in any of its Subsidiariestwelve- month period; (viiiH) any license or royalty agreement; (I) third-party integration or consulting contract involving annual consideration in excess of $50,000; (J) nondisclosure, noncompete or confidentiality agreement or agreement regarding ownership and rights with regard to software and documents related thereto produced by programmers or third-party contractors; (K) contract or group of related contracts with the same party or group of affiliated parties for the performance purchase of raw materials, commodities, supplies, products, equipment or other personal property or for the receipt of services under which involves consideration in the aggregate undelivered balance of such products and services has a selling price in excess of $150,00050,000 in any twelve-month period, other than purchase and sales contracts, orders incurred in including the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) belowSupply Agreement; (ixL) any contract or agreement group of related contracts with the same party or group of affiliated parties for the sale of raw materials, commodities, supplies, products or other personal property or for the furnishing of services under which the undelivered balance of such products and services has a selling price in excess of $50,000 in any twelve-month period; (AM) relating to other contract or group of related contracts with the licensing same party or granting group of affiliated parties continuing over a period of more than six months from the date or dates thereof involving more than $50,000 in any rights or covenants with respect to, any Intellectual Property (whether granted to or twelve-month period not terminable by the Company or any of its Subsidiaries, Subsidiary upon 30 days' or to or by Seller or any of its other Affiliates with respect to the Business), other than less notice without penalty or; (1N) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software contract or group of related software licenses of no contracts involving more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non50,000 in any twelve-exclusive licenses of Intellectual Property granted in month period requiring the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out payment of any Intellectual Property-related dispute (which shall include concurrent use agreementsfee, settlement agreements and consent to use agreements); (x) any contract penalty or agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material indemnification provided to or other amount by the Company or any Subsidiary in the event of its Subsidiariesany failure to perform or late performance of such contract or contracts by the Company or any Subsidiary; (xiiO) contract relating to the marketing, sale, advertising or promotion of its products or services involving more than $50,000 in any contract twelve-month period; (P) warranty agreement with respect to products sold or leased or services rendered or indemnity agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any supplier or other Person in any business; under which it is obligated to indemnify such supplier or other Person against product liability claims; (CQ) prohibitions on engagement agreements relating to the ownership of or investments in any business or enterprise, including investments in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance joint ventures and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisionsminority equity investments; (xiiiR) any settlementassignment, conciliation license, indemnification or similar other agreement with respect to any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; intangible property (xiv) including any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of businessIntellectual Property Rights); (xvS) agreement under which it has granted any contract or agreement, expected to generate receipts in excess of $100,000 during the Company’s current fiscal year, with (A) Person any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier registration rights with respect to any the Company's securities (including demand or piggyback registration rights); (T) material broker, agent, sales representative, sales or distribution agreement or contract agreement relating to the export and/or import of a type described in clauses (A) any goods or (B) above; orequipment; (xviU) any power of attorney or other similar agreement or grant of agency; (V) agreement restricting the payment of dividends or other distributions upon, or the conversion or repurchase of, the Preferred Stock; and (W) other agreement which is material to the Company’s operations business, results of operations, condition (financial or business otherwise), prospects or involves a consideration in excess operations of $250,000 annually. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreementsCompany or its Subsidiaries. (bii) Each All of the contracts, leases, agreements and instruments set forth or required to be set forth on Schedule 2.11(a3.01(q) (each, a “Material Contract”) is are valid, binding and enforceable against the Company or the applicable Subsidiary and, to the knowledge of the Company, against the other parties thereto, in accordance with its terms, their respective terms and shall be in full force and effect without penalty in accordance with its their terms upon consummation of the Closing (unless such Material Contract has expired in accordance with its terms)transactions contemplated by this Agreement, the Ancillary Agreements, the High Yield Financing, the Senior Credit Facility and the Reorganization, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and limitations on the availability of equitable remedies. Except as set forth on Schedule 2.11(b), (i) the The Company and its Subsidiaries has and the Predecessor Company have performed all obligations required to be performed by it under each Material Contract them in all material respects and (with or without the lapse of time or the giving of noticethey are not in default under, or both) is not in breach of, in any material respect, nor in receipt of any claim of any material default or default thereunderbreach under, (ii) any such contract, agreement or instrument. To the knowledge of the Company, no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or its Subsidiaries any Subsidiary under any Material Contractsuch contract, (iii) neither agreement or instrument. Neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has Knowledge knowledge of any breach or cancellation or anticipated breach or cancellation by the other parties to any Material Contractmaterial contract, agreement, instrument or commitment to which the Company or such Subsidiary is a party. There Each of the tower sale and leaseback agreements of the Company is identical in all material respects to the form of tower sale and leaseback agreement previously provided to Blackstone. (iii) Schedule 3.01(q) sets forth all agreements between the Company, its Subsidiaries or any of its Affiliates, on the one hand, and Sprint and any of its Affiliates, on the other hand, including the Sprint Management Agreement, the Sprint Services Agreement, the Sprint Spectrum Trademark and Service ▇▇▇▇ License Agreement and the Sprint Trademark and Service ▇▇▇▇ License Agreement (collectively, the "Sprint Agreements"). The Sprint Agreements are no renegotiations valid, ----------------- binding and enforceable against the Company or its Subsidiaries and Sprint PCS, in accordance with their respective terms and shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated by this Agreement, the Ancillary Agreements, the High Yield Financing, the Senior Credit Facility and the Reorganization, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and limitations on the availability of equitable remedies. The Company and its Subsidiaries have performed all obligations required to be performed by them in any material respect and they are not in default under or in breach of, in any material respect, nor in receipt of any claim of default or attempts or requests to renegotiate or outstanding rights to renegotiatebreach under, any terms of the Sprint Agreements. To the knowledge of the Company, no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any of the Sprint Agreements. Neither the Company nor any Subsidiary has knowledge of any breach or cancellation or anticipated breach or cancellation by Sprint or any of its Affiliates of any of the Material ContractsSprint Agreements. (civ) The Company Blackstone has made available to Buyer true, been supplied with a true and correct and complete copies copy of each of the written contractsinstruments, leasesplans, contracts and agreements, including the Sprint Agreements and the Supply Agreement (other than the tower sale and leaseback agreements and instruments of the Company or any Subsidiary), and an accurate description of each of the oral arrangements, oral contracts and oral agreements which are referred to on the Schedule 2.11(a3.01(q), together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as set Section 5.9(a) of the Disclosure Schedule sets forth on Schedule 2.11(a), as of the date hereof a list of this Agreement, neither the following Contracts to which any member of the Company nor any of its Subsidiaries nor Seller (solely with respect to the Business) Group is a party to or bound by which any of the followingtheir assets or properties are bound (each, whether written or oral:a “Material Agreement”): (i) any pension, profit sharing, stock option, employee stock Contract which provides for the sale of products or services by any member of the Company Group and under which the undelivered balance of such products or services has a sale price in excess of $200,000 other than purchase or other plan, program, policy, agreement or arrangement providing for deferred or other compensation (including any bonuses or other renumeration and whether orders in cash or otherwise) to any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangementsthe Ordinary Course of Business; (ii) any contract for the employment or service of any current manager, officer, employee or other individual service provider on a full-time, part-time, consulting or other basis providing for annual compensation opportunities in excess of $150,000Contract with Material Vendors; (iii) any collective bargaining agreement Contract relating to Indebtedness of the Company Group or other contract any guaranty by any member of the Company Group of any obligation in respect of borrowed money excluding intercompany agreements among members of the Company Group (but including those intercompany agreements with any union, works council, or other labor organization or employee representative (each, a “Labor Agreement”)Brio Animation Ltd.) only; (iv) employment or consulting agreements providing for aggregate cash payments to any contract under which the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment Person in any other Personcalendar year in excess of $100,000; (v) any agreement, promissory note or indenture relating to any Indebtedness or the guarantees thereof or the mortgaging, pledging, creating, granting or otherwise placing Contract with a Lien on any material asset or group of assets of the Company or its SubsidiariesGovernmental Authority (other than for public utilities and similar services); (vi) any lease or agreement pursuant to which Contract (A) between a member of the Company or its Subsidiaries is lessee Group, on the one hand, and any Affiliate of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000; (vii) any lease or agreement pursuant to which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by Group (other than the Company or any of its Subsidiaries), on the other hand and (B) between Brio Animation Ltd. or its founders, on the one hand, and any other member or Affiliate of the Company Group, on the other hand; (vii) any collective bargaining agreement or Contract with any labor union; (viii) any contract Contract imposing any restriction on the right or group ability of related contracts the Business, solicit any customer, employee or other service provider or any member of the Company Group to engage in any line of business or compete (A) with the same party any other Person or group of affiliated parties the performance of which involves consideration (B) in the aggregate in excess of $150,000, other than purchase and sales contracts, orders incurred in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) belowany area; (ix) any contract or agreement (A) relating to the licensing or granting of any rights or covenants with respect to, any Intellectual Property (whether granted to or by the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates Contract with respect to the Business), other than (1) non-exclusive licenses granted to the Company any partnership or joint venture or any Contract involving the sharing of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s revenues or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements)profits; (x) any contract or agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annually; (xi) Contract granting any contract or agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries; (xii) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, negotiation or similar rights to any Person; ; (Gxi) scheduled price reductions, customer credits or similar concessions; any Contract which contains a “most favored nation” clause; (Hxii) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” Contract or Contract that contains any minimum purchase provisionscommitment; (xiii) any settlement, conciliation Contract that requires the Company or similar agreement any of its Subsidiaries to deal exclusively with any Governmental Authority Person or other Person containing obligations yet to be performed or completed by either or both partiesgroup of related Persons; (xiv) any contract broker, distributor, merchandising, sales representative, franchise, agency, sales promotion, market research, marketing consulting or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of business)advertising Contract; (xv) any contract or agreement, expected to generate receipts in excess of $100,000 during the Company’s current fiscal year, with (A) Contract which contains any Governmental Authority, (B) any prime contractor grant of a Governmental Authority in its capacity as a prime contractor license or covenant not to assert granted by any third party to any Governmental Authority or (C) any subcontractor at any tier member of the Company Group with respect to any agreement Intellectual Property or contract Software (other than any license of a type described in clauses off-the-shelf Software on standard terms for an annual or one-time fee of no more than $25,000) (A) or (B) above; or“Licensed Intellectual Property”); (xvi) any Contract which contains any grant of a license or covenant not to assert granted by any member of the Company Group to any third party with respect to any Intellectual Property or Company Software; (xvii) any Contract providing for royalty payments to any Person in any calendar year; (xviii) any Contract that contains any provision requiring the Company or any of its Subsidiaries to indemnify any other agreement which is material party (excluding indemnities contained in agreements for the purchase, sale or license of products or services in the Ordinary Course of Business pursuant to the Company’s operations standard form agreement(s)); (xix) any Contract pursuant to which any member of the Company Group is a lessor or business prospects a lessee of any property, personal or involves a consideration 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; (xx) any Contract relating to the acquisition or disposition of any material business, stock or assets that has purchase price payments or adjustments, “earn-outs” or similar obligations that are still in excess of $250,000 annually. The descriptions of all contracts, leases, agreements effect; and (xxi) any other Contract material to the Company and instruments identified on Schedule 2.11(anot disclosed in the foregoing clauses (i) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreementsthrough (xx). (b) Each of the contracts, leases, agreements and instruments set forth or required to be set forth on Schedule 2.11(a) (each, a “Material Contract”) is valid, binding and enforceable in accordance with its terms, and shall be in full force and effect without penalty in accordance with its terms upon consummation of the Closing (unless such Material Contract has expired in accordance with its terms). Except as set forth on Schedule 2.11(b), Section 5.9(b) of the Disclosure Schedule: (i) the Company and its Subsidiaries has performed all obligations required to be performed by it under each Material Contract and (with or without the lapse of time or the giving of notice, or both) is not in breach or default thereunder, (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or its Subsidiaries under any Material Contract, (iii) neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has is in default under any provision of any Material Agreement, and to the Knowledge of any breach or anticipated breach by the Company, no other parties party to any Material Contract. There are Agreement is in breach of or default under any provision thereunder, and no renegotiations ofevent has occurred that with or without notice or lapse of time or both would constitute a breach or default by the Company or any of its Subsidiaries or, or attempts or requests to renegotiate or outstanding rights to renegotiatethe Knowledge of the Company, any terms other party thereunder, in each case, other than breaches or defaults that are not material under such Material Agreement; (ii) no party to any Material Agreement has exercised any termination right with respect thereto and no party has given notice to the Company or any of its Subsidiaries of any dispute with respect to any Material Agreement; (iii) each Material Agreement is valid, binding, in full force 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) general principles of equity; and (iv) true, correct and complete copies of all Material ContractsAgreements, together with all amendments, modifications or supplements thereto have been made available to Purchaser prior to the date hereof. (c) The Company has made available to Buyer true, correct and complete copies is not a guarantor or indemnitor of each any Indebtedness of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a), together with all amendments, waivers or any other changes theretoPerson.

Contracts and Commitments. (ai) Except as expressly contemplated by this Agreement or as set forth on Schedule 2.11(a), as of the date of this Agreement, neither attached "Contracts Schedule" or the attached "Employee Benefits Schedule," the Company nor any of its Subsidiaries nor Seller (solely with respect to the Business) is not a party to or bound by any of the following, whether written or oral: (ia) any pension, profit sharing, stock option, employee stock purchase or other plan, program, policy, agreement plan or arrangement providing for deferred or other compensation (including any bonuses or other renumeration and whether in cash or otherwise) to any current or former managers, officers, employees or any other individual service providers employee benefit plan or severance, change in controlarrangement, or transaction related bonus any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements; (iib) any written contract for the employment or service of any current manager, officer, individual employee or other individual service provider Person on a full-time, part-time, consulting or other basis providing for annual compensation opportunities in excess of $150,000or contract relating to loans to officers, directors or Affiliates; (iiic) any collective bargaining agreement or other contract with any union, works council, or other labor organization or employee representative (each, a “Labor Agreement”); (iv) any contract under which the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other PersonPerson amounts in the aggregate exceeding $25,000; (vd) any agreement, promissory note agreement or indenture relating to any borrowed money or other Indebtedness or the guarantees thereof or the mortgaging, pledging, creating, granting pledging or otherwise placing a Lien on any material asset or material group of assets of the Company or its SubsidiariesCompany; (vie) guarantee of any obligation in excess of $5,000; (f) lease or agreement pursuant to under which the Company or its Subsidiaries is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,00020,000; (viig) any lease or agreement pursuant to under which the Company or its Subsidiaries 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 of its SubsidiariesCompany; (viiih) any contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $150,00030,000; (i) assignment, other than purchase and sales contractslicense, orders incurred indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (j) warranty agreement with respect to its services rendered or its products sold or leased except in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) below; (ixk) agreement under which it has granted any contract or agreement Person any registration rights (A) relating to the licensing or granting of any rights or covenants with respect toincluding, any Intellectual Property (whether granted to or by the Company or any of its Subsidiarieswithout limitation, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses demand and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreementspiggyback registration rights); (xl) any contract sales, distribution or franchise agreement; (m) agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material indemnification provided to or by the Company or any of its SubsidiariesSubsidiary upon less than 30 days notice without penalty; (xiin) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement prohibiting it from freely engaging in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into competing anywhere in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of business); (xv) any contract or agreement, expected to generate receipts in excess of $100,000 during the Company’s current fiscal year, with (A) any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) aboveworld; or (xvio) any other agreement which is material to the Company’s its operations or and business prospects or involves a consideration in excess of $250,000 100,000 annually. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreements. (bii) Each All of the contracts, leases, agreements and instruments set forth or required to be set forth on the Contracts Schedule 2.11(a) (each, a “Material Contract”) is are valid, binding and enforceable in accordance with its their respective terms, and shall be in full force and effect without penalty in accordance with its terms upon consummation of the Closing (unless such Material Contract has expired in accordance with its terms). Except as set forth on Schedule 2.11(b), (i) the The Company and its Subsidiaries has performed all material obligations required to be performed by it under each Material Contract and (with or without the lapse of time or the giving of notice, or both) is not in default under or in breach of nor in receipt of any claim of default or default thereunderbreach under any contract, (ii) agreement or instrument to which the Company is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a material default, breach or event of noncompliance by the Company or its Subsidiaries under any Material Contractcontract, (iii) neither agreement or instrument to which the Company nor any Subsidiary has is subject; the Company does not have any present expectation or intention of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither such obligations; the Company nor any of its Subsidiaries has Knowledge does not have knowledge of any breach or anticipated breach by the other parties to any Material Contract. There are no renegotiations ofcontract, agreement, instrument or attempts commitment to which it is a party; and the Company is not a party to any materially adverse contract or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material Contractscommitment. (c) The Company has made available to Buyer true, correct and complete copies of each of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a), together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as set forth on Schedule 2.11(a)SCHEDULE 4.13(a) contains a complete and accurate list, as of and the date of this AgreementSellers have delivered to Buyer true, neither the Company nor any of its Subsidiaries nor Seller (solely with respect to the Business) is a party to or bound by any of the followingcorrect and complete copies, whether written or oralof: (i) each Contract involving remaining payments of at least $50,000 that involves performance of services or delivery of goods or materials by any pension, profit sharing, stock option, employee stock purchase or other plan, program, policy, agreement or arrangement providing for deferred or other compensation (including any bonuses or other renumeration and whether in cash or otherwise) to any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangementsSeller; (ii) each Contract involving remaining payments of at least $50,000 that involves performance of services or delivery of goods or materials to any contract for the employment or service of any current manager, officer, employee or other individual service provider on a full-time, part-time, consulting or other basis providing for annual compensation opportunities in excess of $150,000Seller; (iii) each Contract obligating any collective bargaining agreement Seller to purchase of all or other contract with any union, works council, or other labor organization or employee representative (each, substantially all of its requirements of a “Labor Agreement”)particular product from a supplier; (iv) each Contract or plan of any contract under Seller, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the Company vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit value of or made an Investment in any other Personof the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (v) each Contract for joint marketing, teaming or development to which any agreement, promissory note or indenture relating to any Indebtedness or the guarantees thereof or the mortgaging, pledging, creating, granting or otherwise placing Seller is a Lien on any material asset or group of assets of the Company or its Subsidiariesparty; (vi) each Contract with any lease dealer, franchiser, original equipment manufacturer, value-added reseller, or agreement pursuant manufacturer's representative to which the Company or its Subsidiaries any Seller is lessee of or holds or operates any property, real or personal, owned by any other a party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000; (vii) any lease each Contract involving payments or agreement pursuant other obligations in excess of $25,000 pertaining to which the Company Sellers' maintenance or its Subsidiaries 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 support of its Subsidiariesproducts, services or supplies; (viii) each Contract for the sale of any contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $150,000, other than purchase and sales contracts, orders incurred Seller's products not made in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) below; (ix) each Contract with any contract sales agent or agreement (A) relating to the licensing or granting distributor of any rights or covenants with respect to, any Intellectual Property (whether granted to or by the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter products of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements)Sellers; (x) each Contract for a license (other than off-the-shelf, fully paid up, shrink wrap software licenses) or franchise (as licensor or licensee or franchisor or franchisee) to which any contract Seller is a party; (xi) each Contract involving any arrangement or obligation with respect to the return of any Seller's products other than on account of a defect in condition, or failure to conform to the applicable Contract; (xii) each Contract between any Seller and the United States government; (xiii) each Contract which is material to the assets or business of the Sellers; (xiv) each lease, license and other Contract affecting any leasehold or other interest in any Material Real Property or Material Personal Property to which any Seller is a party; (xv) each licensing agreement or other Contract to which any Seller is a party with respect to Intellectual Property Assets, including agreements with current or former employees, consultants or contractors regarding the use or disclosure of any Intellectual Property Assets; (xvi) each Contract to which any Seller is a party containing covenants that in any way purport to restrict the business activity of any Seller or any of the employees of any Seller or limit the freedom of any Seller or any of the employees to engage in any line of business or to compete with any Person or hire any Person; (xvii) each agreement between any Seller and an officer or director of any Seller or any Affiliate of any of the foregoing; (xviii) each power of attorney granted by any Seller that is currently effective and outstanding; (xix) each Contract for capital expenditures by any Seller in excess of $50,000; (xx) each agreement of any Seller containing restrictions with respect to the payment of dividends or other distributions in respect of its capital stock; (xxi) each stock purchase, merger or other similar agreement pursuant to which any Seller acquired any material assets (other than capital expenditures), and all relevant documents and agreements delivered in connection therewith; (xxii) each other agreement to which any Seller is a party having an indefinite term or a fixed term of more than six months which is one (1) year (other than those that are terminable at will or upon not terminable upon less more than thirty (30) days’ ' notice by any Seller without penalty and involves a consideration in excess penalty) or requiring payments by any Seller of more than $250,000 annually;50,000 per year; and (xixxiii) any contract or each standard form of agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries; (xii) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing which any Seller provides services or commission obligations; or (J) obligation goods to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of business); (xv) any contract or agreement, expected to generate receipts in excess of $100,000 during the Company’s current fiscal year, with (A) any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) above; or (xvi) any other agreement which is material to the Company’s operations or business prospects or involves a consideration in excess of $250,000 annually. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreementscustomers. (b) Each of the contracts, leases, agreements and instruments set forth or required to be set forth Contracts listed on Schedule 2.11(aSCHEDULE 4.13 (a) hereto (each, a “Material Contract”the "MATERIAL CONTRACTS") is valid, binding and enforceable in accordance with its termsagainst such Seller and, to the knowledge of the Sellers, against the other parties thereto (except; (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; and shall (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought); each Seller is in full force compliance with all terms and effect without penalty in accordance with its terms upon consummation conditions of the Closing (unless such each Material Contract has expired in accordance with its terms). Except to which it is a party; and, except as set forth on Schedule 2.11(b), (i) the Company and its Subsidiaries has performed all obligations required to be performed by it under each Material Contract and (with or without the lapse of time or the giving of notice, or both) is not in breach or default thereunder, (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or its Subsidiaries under any Material Contract, (iii) neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has Knowledge of any breach or anticipated breach by the other parties to any Material Contract. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material Contracts. (c) The Company has made available to Buyer true, correct and complete copies of each of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a), together with all amendments, waivers or other changes thereto.SCHEDULE

Contracts and Commitments. (a) Except as set forth on Schedule 2.11(a), as As of the date of this Agreement, other than as set forth in Section 3.13(a) of the Company Disclosure Letter, neither the Company nor Company, any of its Subsidiaries nor Seller (solely with respect to the Business) any of their respective assets or properties is a party to or bound by any of the following, whether written or oralany: (i) any pension, profit sharing, stock option, employee stock purchase or other plan, program, policy, agreement or arrangement providing for deferred or other compensation Contract (including any bonuses or other renumeration and whether in cash or otherwiseA) to any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangements; (ii) any contract for the employment or service of any current manager, officer, employee or other individual service provider on a full-time, part-time, consulting or other basis providing for annual compensation opportunities in excess of $150,000; (iii) any collective bargaining agreement or other contract with any union, works council, or other labor organization or employee representative (each, a “Labor Agreement”); (iv) any contract under which the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other Person; (v) any agreement, promissory note or indenture relating to any Indebtedness the disposition or the guarantees thereof or the mortgaging, pledging, creating, granting or otherwise placing a Lien on any material asset or group of assets of the Company or its Subsidiaries; (vi) any lease or agreement pursuant to which the Company or its Subsidiaries is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000; (vii) any lease or agreement pursuant to which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled acquisition by the Company or any of its Subsidiaries of any assets (other than acquisitions or dispositions of assets in the ordinary course of business), business (whether by merger, sale of stock, sale of assets or otherwise) or real property prior to the date of this Agreement with any outstanding material obligations (including sale of inventory, indemnification, “earn-out” or other contingent obligations or payments) or a purchase price or sale price, in each case in excess of $2,000,000 or (B) pursuant to which the Company or any of its Subsidiaries will acquire any ownership interest in any other person or other business enterprise other than the Company’s Subsidiaries; (viiiii) employment, individual consulting, severance, retention or similar contract with any contract officer, director, Employee or Independent Contractor that provides for annual base compensation of at least $300,000, other than Contracts terminable by the Company for any reason upon less than ninety (90) days’ notice without incurring any liability; (iii) collective bargaining agreement or other Contract with any labor union, labor or trade organization, works council or other employee representative body (other than any statutorily mandated agreement in non-U.S. jurisdictions); (iv) Contract containing provisions (A) prohibiting, restricting or limiting the right of the Company or any of its Subsidiaries to compete or to engage in any line or type of business or to conduct business with any Person or in any geographical area, (B) obligating the Company or any of its Subsidiaries to purchase or otherwise obtain any product or service exclusively from a single party, to conduct any business on a “most favored nations” basis with any third Person or to sell any product or service exclusively to a single party or conduct any business on an exclusive basis with any third Person, or (C) under which any Person has been granted the right to manufacture, sell, market or distribute any product of the Company or any of its Subsidiaries on an exclusive basis to any Person or group of related contracts with the same party Persons or group in any geographical area; (v) Contract in respect of affiliated parties the performance of which involves consideration in the aggregate any Indebtedness in excess of $150,0002,000,000, other than purchase (A) accounts receivables and sales contracts, orders incurred payables in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) below; (ix) any contract or agreement (A) relating to the licensing or granting of any rights or covenants with respect to, any Intellectual Property (whether granted to or by the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related loans to the acquisition, divestiture, direct or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements); (x) any contract or agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries; (xii) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority indirect wholly owned Subsidiaries or other Person containing obligations yet to be performed loans between or completed by either or both parties; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of business); (xv) any contract or agreement, expected to generate receipts in excess of $100,000 during the Company’s current fiscal year, with (A) any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) above; or (xvi) any other agreement which is material to the Company’s operations or business prospects or involves a consideration in excess of $250,000 annually. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreements. (b) Each of the contracts, leases, agreements and instruments set forth or required to be set forth on Schedule 2.11(a) (each, a “Material Contract”) is valid, binding and enforceable in accordance with its terms, and shall be in full force and effect without penalty in accordance with its terms upon consummation of the Closing (unless such Material Contract has expired in accordance with its terms). Except as set forth on Schedule 2.11(b), (i) among the Company and its direct or indirect wholly owned Subsidiaries has performed all obligations required to be performed by it under each Material Contract or between or among the Company’s Subsidiaries and (with C) cash-pooling arrangements entered into between or without the lapse of time or the giving of notice, or both) is not in breach or default thereunder, (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by among the Company or and its Subsidiaries under any Material Contract, (iii) neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has Knowledge of any breach or anticipated breach by the other parties to any Material Contract. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material Contracts. (c) The Company has made available to Buyer true, correct and complete copies of each of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a), together with all amendments, waivers or other changes thereto.Subsidiaries;

Contracts and Commitments. (a) Except as set forth on Schedule 2.11(a), as As of the date hereof, none of this Agreement, neither the Company nor Olsten or any of its Subsidiaries nor Seller (solely with respect to the Business) is a party to any existing contract, obligation or bound by commitment of any type in any of the following, whether written following categories except for contracts filed as exhibits to the Olsten SEC Reports or oral:set forth in Section 4.20 of the Olsten Disclosure Statement (true and complete copies of which contracts have been delivered to or made available to Adecco): (i) contracts that provide for annual payments to or by Olsten or any pension, profit sharing, stock option, employee stock purchase or other plan, program, policy, agreement or arrangement providing for deferred or other compensation (including any bonuses or other renumeration and whether of its Subsidiaries aggregating in cash or otherwise) to any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangementsexcess of $6,000,000; (ii) any contract under which Olsten or any Subsidiary has or may, except by way of endorsement of negotiable instruments for collection in the employment ordinary course of business and consistent with past practice, become absolutely or service contingently or otherwise liable for (x) the performance under a contract of any current managerother person, officerfirm or corporation or (y) the whole or any part of the indebtedness or liabilities of any other person, firm or corporation, in all cases, individually in excess of $1,000,000 and in the aggregate in excess of $5,000,000; (iii) employment agreements, consulting agreements, contracts or commitments with any employee or member of Olsten's Board of Directors, other individual service provider than those which are terminable by Olsten or any of its Subsidiaries on a full-timenot more than thirty days notice without liability or financial obligation, part-timeand within each such category of agreements, consulting contracts or other basis providing for annual compensation opportunities commitments, which are individually in excess of $150,000; (iii) any collective bargaining agreement or other contract with any union, works council, or other labor organization or employee representative (each, a “Labor Agreement”); (iv) any contract under agreements or plans, including, without limitation, any stock option, stock appreciation right or stock purchase plans or agreements, any of the benefits of which will be increased, or the Company vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit value of or made an Investment in any other Personof the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (v) any agreementcontract with any director, promissory note officer or indenture relating more than 5% stockholder of Olsten other than in such person's capacity as a director or officer of Olsten or any contract with any entity in which, to Olsten's knowledge, any Indebtedness director, officer or the guarantees thereof more than 5% stockholder or the mortgagingany family member of any director, pledging, creating, granting officer or otherwise placing stockholder has a Lien on any material asset or group of assets of the Company or its Subsidiarieseconomic interest; (vi) any lease contract that limits or agreement pursuant to which the Company restricts in any material respect where Olsten or any of its Subsidiaries is lessee may conduct its or their business or the type or line of business that Olsten or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000;its Subsidiaries may engage in; and (vii) any lease or agreement pursuant to which the Company or its Subsidiaries 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 of its Subsidiaries; (viii) any material contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $150,000, other than purchase and sales contracts, orders incurred in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) below; (ix) any contract or agreement (A) relating to the licensing or granting of any rights or covenants with respect to, any Intellectual Property (whether granted to or by the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements); (x) any contract or agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries; (xii) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of business); (xv) any contract or agreement, expected to generate receipts in excess of $100,000 during the Company’s current fiscal year, with (A) any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier with respect to any agreement or contract change of a type described in clauses (A) or (B) above; or (xvi) any other agreement which is material to the Company’s operations or business prospects or involves a consideration in excess of $250,000 annually. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreementscontrol. (b) Each All of the contracts, leases, agreements and instruments set forth or required to be set forth on Schedule 2.11(a) (each, a “Material Contract”) is valid, binding and enforceable contracts listed in accordance with its terms, and shall be Section 4.20 of the Olsten Disclosure Statement are in full force and effect without penalty in accordance with its terms upon consummation effect, except for those contracts the ineffectiveness of the Closing (unless such which would not reasonably be expected to have an Olsten Material Contract has expired in accordance with its terms)Adverse Effect. Except as set forth on Schedule 2.11(b), (i) the Company and its Subsidiaries has performed all obligations required to be performed by it under each Material Contract and (with or without the lapse None of time or the giving of notice, or both) is not in breach or default thereunder, (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company Olsten or its Subsidiaries is in breach of or default under any Material Contractcontract to which it is a party, except for breaches or defaults that would not, individually or in the aggregate, either impair Olsten's or OHS' (iiias applicable) neither ability to consummate the Company nor any Subsidiary has any present expectation Merger or intention of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to the Split-Off or is expected to be subject to cancellation, termination the other transactions contemplated hereby or any other material modification by the other party thereto Separation Agreement or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has Knowledge of any breach or anticipated breach by the other parties to any have an Olsten Material Contract. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material ContractsAdverse Effect. (c) The Company has made available to Buyer true, correct and complete copies of each of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a), together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as set forth on Schedule 2.11(a), as As of the date of this Agreementhereof, neither the Company is not, nor is any of its Subsidiaries nor Seller (solely with respect to the Business) is Subsidiary, a party to or bound by any of the following, whether oral or written or oralcontract: (i) any pension, profit sharing, stock option, employee stock purchase or other plan, program, policy, agreement or arrangement providing for deferred or other compensation which is a “material contract” (including any bonuses or other renumeration and whether as such term is defined in cash or otherwiseItem 601(b)(10) of Regulation S-K promulgated under the Securities Act) to any current be performed in full or former managers, officers, employees in part after the date of this Agreement that has not been filed or other individual service providers or severance, change incorporated by reference in control, or transaction related bonus agreements, programs, policies or arrangementsthe Company Reports; (ii) that is a partnership, joint venture, strategic alliance or cooperation agreement (or any contract for agreement similar to any of the employment or service of any current managerforegoing), officer, employee or other individual service provider on in each case which is material to the Company and its Subsidiaries taken as a full-time, part-time, consulting or other basis providing for annual compensation opportunities in excess of $150,000whole; (iii) that prohibits the Company or any collective bargaining agreement of its Subsidiaries from freely engaging or other contract with competing in any union, works council, or other labor organization or employee representative (each, a “Labor Agreement”)line of business anywhere in the world; (iv) any contract under which between the Company and any of its Affiliates (other than Subsidiaries), directors or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other Personofficers that is not on arms length terms; (v) any agreement, promissory note or indenture relating to any Indebtedness or the guarantees thereof or the mortgaging, pledging, creating, granting or otherwise placing a Lien on any material asset or group of assets of the Company or its Subsidiaries; (vi) any lease or agreement pursuant to which the Company or any Subsidiary licenses (as licensor or licensee) any cotton or soybean hybrids or any germplasm or any other Intellectual Property related to cotton or soybeans, in each case which is material to the Company and its Subsidiaries is lessee of or holds or operates any property, real or personal, owned by any other partytaken as a whole, except for in each case any lease of real the foregoing which is licensed to the Company or personal property under which any Subsidiary by the aggregate annual rental payments do not exceed $100,000Parent or any of its Affiliates; (viivi) any lease or agreement that involves an amount in excess of $1,500,000 and pursuant to which the Company or any of its Subsidiaries is lessor has incurred or accrued losses; (vii) that by its terms may be terminated upon a change in control of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company or any of its Subsidiaries; (viii) that commits the Company or any contract of its Subsidiaries to purchase or group sell any properties or assets outside of related contracts with the same party or group ordinary course of affiliated parties the performance of which involves business for consideration in the aggregate in excess of $150,0001,500,000; or (ix) that involves an unfulfilled obligation, other than purchase individually or in the aggregate, in excess of $1,500,000 and sales contracts, orders is incurred in outside the ordinary course of business, business and contracts responsive to clause (ii) above or clause (xiv) below; (ix) any contract or agreement (A) relating to the licensing or granting of any rights or covenants with respect to, any Intellectual Property (whether granted to or is not terminable by the Company or any of its Subsidiaries, or Subsidiaries upon less than 120 calendar days’ notice for a cost of not less than $1,500,000. The foregoing contracts and agreements to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted to which the Company or any of its Subsidiaries Subsidiary are parties or are bound and that are listed in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreementsCompany Disclosure Letter, together with all contracts and agreements filed as exhibits to the Software Licenses and Ancillary LicensesCompany Reports, shall be deemed are collectively referred to be herein as the “Company Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements); (x) any contract or agreement with a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material indemnification provided to or by the Company or any of its Subsidiaries; (xii) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of business); (xv) any contract or agreement, expected to generate receipts in excess of $100,000 during the Company’s current fiscal year, with (A) any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) above; or (xvi) any other agreement which is material to the Company’s operations or business prospects or involves a consideration in excess of $250,000 annually. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreements.” (b) (i) Each Company Material Contract is valid and binding on the Company and any of its Subsidiaries that is a party thereto, as applicable, and in full force and effect, except where the contracts, leases, agreements and instruments set forth or required failure to be set forth on Schedule 2.11(a) (each, a “Material Contract”) is valid, binding and enforceable in accordance with its terms, and shall be in full force and effect without penalty would not, individually or in accordance with its terms upon consummation of the Closing (unless such aggregate, have a Material Contract has expired in accordance with its terms). Except as set forth on Schedule 2.11(b)Adverse Effect, (iii) the Company and each of its Subsidiaries has and, to the knowledge of the Company, all other parties thereto have, performed all obligations required to be performed by it such Person under each Material Contract and (with or without the lapse of time or the giving of notice, or both) is not in breach or default thereunder, (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or its Subsidiaries under any Material Contract, (iii) neither except where such noncompliance would not, individually or in the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under aggregate, have a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or deliveryAdverse Effect, and (viii) neither the Company nor any of its Subsidiaries has Knowledge of any breach or anticipated breach by the other parties to any Material Contract. There are no renegotiations knows of, or attempts has received written notice of, the existence of any event or requests to renegotiate condition which constitutes, or, after notice or outstanding rights to renegotiatelapse of time or both, will constitute, a default on the part of the Company, any terms of its Subsidiaries or any of other party thereto under any Company Material Contract, except where such default would not, individually or in the aggregate, have a Material ContractsAdverse Effect. (c) The Company has made available to Buyer true, correct and complete copies of each of the written contracts, leases, agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a), together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached Contracts Schedule 2.11(a), as of the date of this Agreementor Employee Benefits Schedule, neither the Company nor any of its the Retained Subsidiaries nor Seller (solely with respect to the Business) is a party to or bound by any of the following, whether written or oral: (i) any pension, profit sharing, stock option, employee stock purchase or other plan, program, policy, agreement plan or arrangement providing for deferred or other compensation (including any bonuses or other renumeration remuneration and whether in cash or otherwise) ), to any current or employees, former managers, officers, employees or other individual service providers or severance, change in controlconsultants, or transaction related bonus any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements, other than any oral plans or arrangements which are applicable to employees of the Company generally and are not material to the Company and the Retained Subsidiaries; (ii) any written contract for the employment or service of any current manager, officer, individual employee or other individual service provider Person on a full-time, part-time, consulting or other basis providing for annual compensation opportunities in excess of $150,00075,000, or relating to loans to officers, directors or Affiliates; (iii) contract under which the Company or any collective bargaining agreement of the Retained Subsidiaries has advanced or loaned any other contract Person amounts in the aggregate exceeding $37,500 (other than with any union, works council, or other labor organization or employee representative (each, a “Labor Agreement”respect to Seller's Expenses); (iv) any contract under which the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other Person; (v) any agreement, promissory note agreement or indenture relating to any borrowed money or other Indebtedness or the guarantees thereof in excess of $62,500 or the mortgaging, pledging, creating, granting pledging or otherwise placing a Lien on any material asset or group of assets of the Company or its any of the Retained Subsidiaries; (v) Guaranty; (vi) any lease or agreement pursuant to under which the Company or its any of the Retained Subsidiaries is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,00037,500; (vii) any lease or agreement pursuant to under which the Company or its any of the Retained Subsidiaries 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 of its the Retained Subsidiaries; (viii) any contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $150,00075,000, other than purchase and sales contracts, orders incurred entered into in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) below; (ix) any contract assignment, license, indemnification or agreement (A) relating to the licensing or granting of any rights or covenants with respect to, to any intangible property (including any Intellectual Property (whether Rights) granted to by or by the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business), other than (1) non-exclusive licenses granted made to the Company or any of its the Retained Subsidiaries in the ordinary course (except licenses of business for generally available commercial, unmodified, “"off the shelf” " software used solely for the Company’s or its applicable Subsidiary’s 's and the Retained Subsidiaries' own internal use use) for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 50,000; (“Software Licenses”x) agreement under which it has granted any Person any registration rights (including demand or piggyback registration rights); (xi) sales, (2) licenses for Open Source Softwaredistribution, (3) incidental non-exclusive licenses of Intellectual Property granted manufacturing, supply or franchise agreement, other than purchase and sales orders entered into in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), (B) related to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s or any of its Subsidiaries’ ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements)business; (xxii) any contract or agreement with a term of more than six months which is not terminable by the Company or any of Retained Subsidiaries upon less than thirty (30) 30 days’ ' notice without penalty and involves a consideration in excess of $250,000 75,000 annually; (xixiii) contract regarding voting, transfer or other arrangements related to the Company's or any Retained Subsidiary's Capital Stock or warrants, options or other rights to acquire any of the Company's or any Retained Subsidiary's Capital Stock; (xiv) contract or agreement regarding any material indemnification provided to or by the Company and any Retained Subsidiaries, including any contract regarding any indemnification provided with respect to Environmental and Safety Requirements or any of its Subsidiaries; (xii) any contract or agreement containing any of the following provisions enforceable against the Company: (A) most favored customer pricing covenants; (B) non-competition with any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with any Material Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of business)San ▇▇▇▇▇▇▇ Valley Site Liabilities; (xv) any contract or agreement, expected to generate receipts agreement prohibiting it from freely engaging in excess of $100,000 during any business or competing anywhere in the Company’s current fiscal year, with (A) any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) aboveworld; or (xvi) any other agreement which is material to the Company’s its operations or and business prospects or involves a consideration in excess of $250,000 75,000 annually, other than purchase and sales orders entered into in the ordinary course of business. To the extent applicable, the contracts, leases, agreements and instruments identified on the Contracts Schedule are separately identified by type of agreement. The descriptions description of all contracts, leases, agreements and instruments identified on the Contracts Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) clearly identify all amendments, waivers and other modifications to such agreements. (b) Each Except as identified on the Contracts Schedule, no Excluded Subsidiary is a party to any contracts, leases, agreements and instruments listed on the Contracts Schedule. All of the contracts, leases, agreements and instruments set forth or required to be set forth on the Contracts Schedule 2.11(a) (each, a “Material Contract”) is are valid, binding and enforceable in accordance with its termstheir respective terms (except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditor's rights and by the availability of injunctive relief, specific performance and other equitable remedies), and shall be in full force and effect without penalty in accordance with its their terms upon consummation of the Closing (unless such Material Contract has expired in accordance with its terms)transactions contemplated hereby. Except as set forth on Schedule 2.11(b)the Contracts Schedule, (i) each of the Company and its the Retained Subsidiaries has performed all material obligations required to be performed by it under each Material Contract and (with or without the lapse of time or the giving of notice, or both) is not in default under or in material breach of nor in receipt of any claim of default or default thereundermaterial breach under any contract, lease, agreement or instrument to which the Company or any of the Retained Subsidiaries is subject which is listed on the Contracts Schedule or required to be listed on the Contracts Schedule; (ii) to the Company's knowledge, no event has occurred which with the passage of time or the giving of notice or both would result in a default, material breach or material event of noncompliance by the Company or its any of the Retained Subsidiaries under any Material Contractcontract, lease, agreement or instrument which is listed on the Contracts Schedule or required to be listed on the Contracts Schedule to which the Company or any of the Retained Subsidiaries is subject; (iii) neither the Company nor any Subsidiary of the Retained Subsidiaries has any present expectation or intention of not fully performing all of its obligations under a Material Contract, such obligations; (iv) to the Company's knowledge, no Material Contract partially-filled or unfilled customer purchase order or sales order is currently subject to or is expected to be subject to cancellation, termination cancellation or any other material modification by the other party thereto or is currently subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, ; and (v) neither the Company nor any of its Subsidiaries has Knowledge does not have knowledge of any breach or anticipated breach by the other parties to any Material Contract. There contract, lease, agreement, instrument or commitment to which they are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Material Contractsparties. (c) The Company Buyer's counsel has made available to Buyer true, been supplied with a true and correct and complete copies copy of each of the written contractsinstruments, leasesplans, contracts and agreements and instruments and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on Schedule 2.11(a)the attached Contracts Schedule, together with all amendments, waivers or other changes thereto.

Contracts and Commitments. (a) Except as set forth on Schedule 2.11(a), as of the date of this Agreement, neither the Company nor any of its Subsidiaries nor Seller (solely with respect to the BusinessSection 3.18(a) is a party to or bound by any of the following, whether written or oral: (i) any pension, profit sharing, stock option, employee stock purchase or other plan, program, policy, agreement or arrangement providing for deferred or other compensation (including any bonuses or other renumeration and whether in cash or otherwise) to any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangements; (ii) any contract for the employment or service of any current manager, officer, employee or other individual service provider on a full-time, part-time, consulting or other basis providing for annual compensation opportunities in excess of $150,000; (iii) any collective bargaining agreement or other contract with any union, works council, or other labor organization or employee representative (each, a “Labor Agreement”); (iv) any contract under which the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other Person; (v) any agreement, promissory note or indenture relating to any Indebtedness or the guarantees thereof or the mortgaging, pledging, creating, granting or otherwise placing a Lien on any material asset or group of assets of the Company Disclosure Letter contains a true and complete list of each of the following written, or its Subsidiaries; to the Company's knowledge, oral, contracts (vithe "Material Contracts") any lease or agreement pursuant to which the Company or its Subsidiaries is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000; (vii) any lease or agreement pursuant to which the Company or its Subsidiaries 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 of its Subsidiaries; Subsidiaries is a party: (viiii) all Contracts (excluding Company Employee Benefit Plans which can be terminated at will without subjecting the Company or any contract of its Subsidiaries to cost or group penalty) providing for a commitment for employment or consultation services for a specified or unspecified term to, or otherwise relating to employment or the termination of related contracts employment of, any Employee; (ii) all Contracts with any Person containing any provision or covenant prohibiting or limiting the ability of the Company or any of its Subsidiaries to engage in any business activity or compete with any Person in connection with their respective businesses or prohibiting or limiting the ability of any Person to compete with the same party Company or group any of affiliated parties its Subsidiaries in connection with their respective businesses; (iii) all partnership, joint venture, shareholders' or other similar Contracts with any Person in connection with the performance Company's or any of which involves consideration in its Subsidiaries' businesses; (iv) all Contracts between the aggregate in excess Company or any or its Subsidiaries and all hospitals, hospital systems, independent practice associations ("IPAs"), physician groups, physicians, pharmacies, laboratories, home health care agencies, nursing facilities, mental health providers, therapists and other allied health care professionals and institutions (collectively "Providers"); (v) all Contracts relating to the future disposition or acquisition of $150,000any assets of the Company, other than purchase and sales contracts, orders incurred dispositions or acquisitions in the ordinary course of business; and (vi) all other Contracts (other than Company Employee Benefit Plans, real property leases and contracts responsive to clause (iiinsurance policies) above or clause (xiv) below; (ix) any contract or agreement (A) relating to the licensing or granting of any rights or covenants with respect to, any Intellectual Property (whether granted to or by the Company or any of its Subsidiaries, or to or by Seller or any of its other Affiliates with respect to the Business)Company and its Subsidiaries that (A) involve the payment or potential payment, other than (1) non-exclusive licenses granted pursuant to the terms of any such Contract, by or to the Company or any of its Subsidiaries in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company’s or its applicable Subsidiary’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (2) licenses for Open Source Software, (3) incidental non-exclusive licenses of Intellectual Property granted in the ordinary course of business that are ancillary to the overall subject matter of the contract or agreement, the primary purpose of which is something other than the grant of rights under Intellectual Property (“Ancillary Licenses”), annually and (B) related cannot be terminated within sixty (60) days after giving notice of termination without resulting in any material cost or penalty to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements, consulting agreements, or contractor agreements, in each case, executed on the Company’s or its applicable Subsidiary’s standard form of agreement, which agreements, together with the Software Licenses and Ancillary Licenses, shall be deemed to be Material Contracts) or (C) affecting the Company’s Company or any of its Subsidiaries’ ability to use, enforce. There is no default or event that with notice or lapse of time, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreementsboth, settlement agreements and consent to use agreements); (x) any contract or agreement with would constitute a term of more than six months which is not terminable upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $250,000 annually; (xi) any contract or agreement regarding any material indemnification provided to or default by the Company or any of its Subsidiaries; (xii) any contract or agreement containing Subsidiaries under any of the following provisions enforceable against Material Contracts to which it is a party. Neither the Company: (A) most favored customer pricing covenants; (B) non-competition with Company nor any Person in any business; (C) prohibitions on engagement in any business in any market or geographic area or during any time period; (D) non-solicitation of clients or customers; (E) non-solicitation and/or non-hire of any individual that does not include exceptions for general solicitations or advertisements (other than those entered into in the ordinary course of business); (F) grants of exclusive rights, rights of first refusal, rights of first negotiation, or similar rights to any Person; (G) scheduled price reductions, customer credits or similar concessions; (H) commitments to future development or modifications of any of the Company’s Software (other than pursuant to commitments performed in the ordinary course of business under service level agreements, maintenance and support agreements); (I) revenue-sharing or commission obligations; or (J) obligation to purchase all or substantially all of the Company’s requirements its Subsidiaries has received written notice of a particular product or service from a supplier or vendor, or otherwise containing “take or pay” or minimum purchase provisions; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority or other Person containing obligations yet to be performed or completed by either or both parties; (xiv) any contract or agreement with default under any Material Customer or Material Supplier (except statements of work or purchase orders entered into in the ordinary course of business); (xv) any contract or agreement, expected to generate receipts in excess of $100,000 during the Company’s current fiscal year, with (A) any Governmental Authority, (B) any prime contractor of a Governmental Authority in its capacity as a prime contractor to any Governmental Authority or (C) any subcontractor at any tier with respect to any agreement or contract of a type described in clauses (A) or (B) above; or (xvi) Contract by any other agreement which is material to the Company’s operations or business prospects or involves a consideration in excess of $250,000 annually. The descriptions of all contracts, leases, agreements and instruments identified on Schedule 2.11(a) together with the disclosures on Schedule 2.11(b) identify all amendments, waivers and other modifications to such agreements. (b) Each of the contracts, leases, agreements and instruments set forth or required to be set forth on Schedule 2.11(a) (each, a “Material Contract”) is valid, binding and enforceable in accordance with its terms, and shall be in full force and effect without penalty in accordance with its terms upon consummation of the Closing (unless such Material Contract has expired in accordance with its terms)party thereto. Except as set forth on Schedule 2.11(b), (iin Section 3.18(a) of the Company and its Subsidiaries has performed all obligations required to be performed by it under each Material Contract and (with or without the lapse of time or the giving of noticeDisclosure Letter, or both) is not in breach or default thereunder, (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or its Subsidiaries under any Material Contract, (iii) neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all of its obligations under a Material Contract, (iv) no Material Contract is currently subject to or is expected to be subject to cancellation, termination or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and (v) neither the Company nor any of its Subsidiaries has Knowledge any knowledge (A) that any Provider or Providers representing individually or in the aggregate in excess of any breach or anticipated breach by the other parties to any Material Contract. There are no renegotiations of, or attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any ten percent (10%) of the Material Contracts. (c) The Company has made available to Buyer true, correct and complete copies of each enrollees of the written contracts, leases, agreements and instruments and an accurate description of each Company or of the oral arrangements, contracts and agreements which total number of Providers are referred organized or attempting to organize any entity (whether or not incorporated) for the purpose of bargaining or otherwise dealing with the Company on Schedule 2.11(a), together a collective basis (except with all amendments, waivers or other changes thereto.respect to individual providers who have formed professional corporations