Common use of Contracts; No Defaults Clause in Contracts

Contracts; No Defaults. Schedule 3(v) attached hereto contains a complete and accurate list, and the Company has made available to the Purchaser true and complete copies, of: (i) each Applicable Contract (as defined below) that involves performance of services or delivery of goods or materials of an amount or value in excess of $25,000; (ii) each Applicable Contract that was not entered into in the ordinary course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year); (iv) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entity; (v) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of business; and (xii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.

Contracts; No Defaults. Schedule 3(v(a) attached hereto contains a complete and accurate list, Section 4.13(a) of the Disclosure Letter lists and the Company has made available to Parent prior to the Purchaser true date hereof copies of each of the following Contracts (and complete copiesall amendments, of:modifications and supplements thereto) to which any Acquired Company is a party or by which any of their respective properties or assets are bound (notwithstanding anything herein, “Material Contract” shall not include any Contract that (1) will be fully performed and satisfied on or prior to the Closing, (2) is a Ground Lease or (3) is an Organizational Document): (i) each Applicable Contract (as defined below) that involves performance any Contracts with any director, manager or officer or Affiliate of services or delivery of goods or materials of an amount or value in excess of $25,000the Company; (ii) each Applicable Contract any Contracts evidencing, governing or relating to Debt or any guarantee by any Acquired Company of any other Person in excess of $750,000, other than the Loan Documents; (iii) any Contracts that was not entered into reflect transactions, other than in the ordinary course of business business, that involve expenditures, in cash or is not cancelable by the Company or a subsidiary any other form of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries consideration, in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year)1,000,000; (iv) each joint ventureexcept for the Loan Documents, partnershipthe Franchise Agreements, the Management Agreement Documents and other Applicable Contract (however named) involving a sharing of profitsOrganization Documents, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entity; (v) each Applicable Contract containing covenants Contracts that in any way purport to restrict the business activity of any of the Acquired Company and its subsidiaries or any affiliate of the foregoing their Affiliates, or to limit the freedom of any of the Acquired Company and its subsidiaries or any affiliate of the foregoing their Affiliates to engage in any line of business or to compete with any person Person or entityin any geographic area or to hire or retain any Person, except for customary restrictions imposed by localities as a condition to approval of the Acquired Companies’ development projects; (v) any Contracts that provide an obligation to fund or make any investment in (whether in the form of a loan, capital contribution or otherwise) any Subsidiary of any of the Acquired Companies, or other Person (other than any Organizational Document); (vi) each employment any Contracts providing for any indemnification obligations in effect for any current or consulting agreement of the Company and its subsidiariesformer officer, director, trustee or employee; (vii) each Applicable Contract providing for payments to any Contracts evidencing any employment agreements, severance, change in control or by termination agreements with any person officer, director, trustee or entity based on sales, purchases, or profits, other than direct payments for goodsemployee; (viii) each power any Contracts (A) relating to the acquisition, issuance, voting, registration, sale or transfer of attorney executed by any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities or (C) providing any of the Company and its subsidiaries that is currently effective and outstandingAcquired Companies with any right of first refusal with respect to, or right to repurchase or redeem, any securities; (ix) each Applicable Contract any Contracts relating to any currency hedging; (x) any Contracts containing “standstill” or similar provisions; (xi) any Contracts (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or (B) directly or indirectly benefiting any Governmental Body, except for those instruments or documents entered into other than by the Acquired Companies in the ordinary course of business their respective businesses, the absence of which would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Companies; (xii) any Contracts requiring that contains any of the Acquired Companies give any notice or provides for an express undertaking provide any information to any Person prior to considering or accepting any Acquisition Proposal or similar proposal, or prior to entering into any discussions, agreement, arrangement or understanding relating to any Acquisition Transaction or similar transaction; (xiii) relating to collective bargaining or other agreement or understanding with a labor union or labor organization; (xiv) any Contracts relating to the sale or exchange of, or option to sell or exchange, any real property, or to the purchase or exchange of, or option to purchase or exchange, any real property in respect of future or existing transactions (including transactions that have not been consummated), in each case, having value of more than $500,000; (xv) any Contracts relating to the development or construction of, or additions or expansions to, any real property that would involve the expenditure by any of the Company and its subsidiaries to be responsible for consequential damagesAcquired Companies in excess of $1,000,000; (xxvi) each Applicable Contract any Loan Documents; (xvii) any Contracts for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another Person for aggregate consideration in excess of $1,000,000; (xviii) any Contracts relating to the operations of the Properties, other than the Franchise Agreements, to all material advertising and marketing agreements, and credit card agreements, that involve annual expenditures in excess of $25,000500,000 per Property location; (xixix) each written warrantyany partnership, guarantylimited liability company agreement, and joint venture or other similar undertaking agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture which is not a wholly owned Subsidiary of the Company; (xx) any Contracts other than in connection with respect to contractual performance extended by the Franchise Agreements, the Management Agreement Documents or the Loan Documents under which any of the Company and its subsidiaries Acquired Companies has continuing indemnification obligations (other than Contracts entered into in the ordinary course of business) or potential liability of the Acquired Companies under any purchase price adjustment that, in each case, would reasonably be expected to result in future payments of more than $1,000,000; (xxi) any Contract relating to the settlement or proposed settlement of any Legal Proceeding, which involves the issuance of equity securities or the payment of an amount, in any such case, having a value of more than $1,000,000; (xxii) other than the Franchise Agreements and Management Agreement Documents, any license, royalty or other Contract concerning material Intellectual Property; and (xiixxiii) any Contract (other than Contracts referenced in clauses (i) through (xxii) of this Section 4.13(a)) which by its terms calls for payments in excess of $1,000,000. Each of the foregoing is a “Material Contract.” (b) Except as would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Companies, (A) none of the Acquired Companies has received any written claim of default under any such Material Contract and (B) to the knowledge of the Company Parties: (i) none of the Acquired Companies is and no other party is in breach or violation of, or default under, any Material Contract, (ii) no event has occurred which would result in a breach or violation of, or a default by the Acquired Companies, under, any Material Contract (in each case, with or without notice or lapse of time or both) and (iii) each amendmentMaterial Contract is valid, supplementbinding and enforceable in accordance with its terms and is in full force and effect with respect to the Acquired Companies, and modification (whether oral to the other parties thereto, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws of general applicability relating to or written) in respect of any of the foregoingaffecting creditors’ rights or by general equitable principles.

Contracts; No Defaults. Schedule 3(v(a) attached hereto contains a True, correct and complete copies of the Contracts (A) described in clauses (i) through (xv) below and accurate list, and (B) to which the Company has or any of the Company’s Subsidiaries is a party or by which they are bound have been delivered to or made available to Acquiror or its Representatives, together with all amendments thereto (collectively, the Purchaser true and complete copies, of:“Material Contracts”). Section 5.13(a) of the Company Disclosure Letter sets forth the list of such Material Contracts. (i) each Applicable Each Contract involving obligations (as defined below) that involves performance of services contingent or delivery of goods otherwise), payments or materials of an amount or value revenues in excess of $25,000200,000 in the last twelve (12) months prior to the date of this Agreement or expected obligations (contingent or otherwise), payments or revenues in excess of $200,000 in the next twelve (12) months after the date of this Agreement; (ii) each Applicable Each note, debenture, other evidence of Indebtedness, guarantee, loan, credit or financing agreement or instrument or other Contract that was not entered into in the ordinary course of business for money borrowed by, or is not cancelable by other Indebtedness of, the Company or a subsidiary any of the Company with no penalty upon advance notice of 30 days Company’s Subsidiaries, including any other agreement or less and that involves expenditures commitment for future loans, credit or receipts of the Company or its subsidiaries financing, in each case, in excess of $5,000200,000; (iii) Each Contract for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company or any of its Subsidiaries in the last two (2) years, in each case, involving payments in excess of $200,000 other than Contracts (A) in which the applicable acquisition or disposition has been consummated and there are no material obligations ongoing, or (B) solely between the Company and its Subsidiaries; (iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting that provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in, in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or that involves aggregate payments in excess of less $100,000 in any calendar year; (v) Each Contract involving the formation, establishment, contribution to, or operation of a (A) partnership, (B) corporation, limited liability company or other entity, or (C) joint venture, alliance or similar entity, or involving a sharing of profits or losses (including joint development and joint marketing Contracts), or any investment in, loan to or acquisition or sale of the securities, Equity Securities or assets of any person involving payments of an amount higher than $5,000 500,000 (excluding, in the case of clauses (A) and with terms (B), any Subsidiary of less than one yearthe Company); (ivvi) each joint ventureContracts between the Company or any of its Subsidiaries, partnershipon the one hand, and any Company Related Party, on the other Applicable hand (collectively, “Related Party Agreements”), since July 25, 2019, other than (i) Contracts with respect to a Company Related Party’s employment or other similar engagement and confidentiality agreements, and (ii) end-user, consumer, client or customer agreements entered into on an arm’s length basis, or (iii) other agreements of a similar nature, in each case with the Company or any of its Subsidiaries entered into in the ordinary course of business consistent with past practice; (vii) Contracts with each current or former executive officer, director or executive level employee of any Group Company since January 1, 2021; (viii) Contracts that provide for change in control, retention or similar payments or benefits contingent upon, accelerated by or triggered by the consummation of the transactions contemplated hereby; (ix) Contracts containing covenants of the Company or any of the Company’s Subsidiaries (A) prohibiting or limiting the right of the Company or any of the Company’s Subsidiaries to engage in or compete with any Person in any line of business in any material respect or (B) prohibiting or restricting the Company’s and the Company’s Subsidiaries’ ability to conduct their business in any geographic area in any material respect; (x) Each Contract (however namedincluding license agreements, coexistence agreements, and agreements with covenants not to sue, but not including non-disclosure agreements, contractor services agreements, consulting services agreements, incidental trademark licenses incident to marketing, printing or advertising Contracts) involving pursuant to which the Company or any of the Company’s Subsidiaries (A) grants to a sharing third Person the exclusive right to use Intellectual Property of profitsthe Company and its Subsidiaries that is material to the business of the Company and its Subsidiaries, losses, coststaken as a whole, or liabilities (B) is granted by a third Person the right to use Intellectual Property that is material to the business of the Company and its Subsidiaries taken as a whole (other than Contracts granting nonexclusive rights to use commercially available off-the-shelf software and Open Source Licenses) (collectively, the Contracts within the scope of this clause (B), the “Material In-Licenses”); (xi) Each Contract requiring capital expenditures by the Company or any of the Company’s Subsidiaries after the date of this Agreement in an amount in excess of $200,000 in any calendar year; (xii) Any Contract that grants to any third Person any “most favored nation rights”; (xiii) Contracts granting to any Person (other than the Company or its Subsidiaries) a right of first refusal, first offer or similar preferential right to purchase or acquire equity interests in the Company or any of the Company’s Subsidiaries; (xiv) Contracts in connection with the waiver, compromise, or settlement of any dispute, claim, litigation or arbitration involving an Action, claim or proceeding in an amount higher than $200,000; and (xv) Contracts with a Governmental Authority or sole-source supplier of any product or service (other than utilities), in each case involving payments of an amount higher than $200,000. (b) Except for any Contract that will terminate upon the expiration of the stated term thereof prior to the Share Exchange Closing Date, all of the Material Contracts are (i) in full force and effect and (ii) represent the legal, valid and binding obligations of the Company or the relevant Subsidiary of the Company thereto and, to the knowledge of the Company, represent the legal, valid and binding obligations of the counterparties thereto. Except, in each case, where the occurrence of such breach or default or failure to perform would not be material to the business of the Company and its Subsidiaries, taken as a whole, (x) the Company and its Subsidiaries have performed in all respects all respective obligations required to be performed by them to date under such Material Contracts and neither the Company, the Company’s Subsidiaries, nor, to the knowledge of the Company, any other party thereto is in breach of or default under any such Contract, (y) during the last twelve (12) months, neither the Company nor any of its Subsidiaries has received any written claim or written notice of termination or breach of or default under any such Material Contract, and (z) to the knowledge of the Company, no event has occurred which individually or together with other events, has or would reasonably be expected to result in a breach of or a default under any such Material Contract by the Company or any of its subsidiaries with Subsidiaries or, to the knowledge of the Company, any other person party thereto (in each case, with or entity; (v) each Applicable Contract containing covenants that in any way purport to restrict the business activity without notice or lapse of any of the Company and its subsidiaries time or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of business; and (xii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoingboth).

Contracts; No Defaults. (a) Section 4.12 of the Company Disclosure Schedule 3(v) attached hereto contains a complete and accurate list, and listing of all of the following Contracts to which the Company or any of its Subsidiaries is a party or otherwise has made available to the Purchaser true and complete copies, of:any remaining rights or obligations (other than Company Benefit Plans covering more than one individual): (i) each Applicable Contract (as defined below) that involves performance the Company reasonably anticipates will involve annual payments or consideration furnished by or to the Company or any of services or delivery its Subsidiaries of goods or materials of an amount or value in excess of more than $25,00050,000; (ii) each Applicable Contract that was not entered into in relating to Indebtedness, including the ordinary course borrowing of business money, or is not cancelable by the Company mortgaging, pledging or otherwise placing a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts Lien on any assets of the Company or any of its subsidiaries in excess of $5,000Subsidiaries; (iii) each Contract for the acquisition of any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiaries; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreementagreement or other Contract that, and other Applicable Contract affecting in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in, in any real or personal property property; (except personal property leases v) each Contract providing for any royalty, milestone or similar payments by, or owed to, the Company or any of its Subsidiaries on or after the date hereof; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which the Company or any of its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business and installment set forth in the Company’s standard terms and conditional sales agreements having a value per item conditions of sale or aggregate standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respect; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of less than $5,000 and its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with terms of less than one yearwhich any employment-related claim is settled); (ivxii) each joint ventureContract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, partnershipsale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, and other Applicable after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract (however named) involving a sharing of profits, losses, costs, or liabilities entered into by the Company or any of its subsidiaries Subsidiaries with any other person Affiliate of the Company or entitywith any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (vxv) each Applicable Contract containing covenants that in relating to grants, funding or other forms of assistance received by the Company or any way purport to restrict of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the business activity research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of businessSubsidiaries; and (xiixvii) each amendmentContract pursuant to which the Company or any of its Subsidiaries (A) licenses from, supplementor has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and modification (whether oral y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or writtentransferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Property. (b) True and complete copies of the Contracts listed (or required to be listed) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) in respect full force and effect, subject to the Remedies Exception, and (ii) represent the valid and binding obligations of the Company or its Subsidiary or Subsidiaries party thereto and, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto. Neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default under any such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. To the foregoingKnowledge of the Company, no event has occurred which, individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Contract (in each case, with or without notice or lapse of time or both).

Contracts; No Defaults. Schedule 3(v(a) attached hereto Part 3.16(a) of the Disclosure Letter contains a complete and accurate listlist of each, and the Company has made available to the Purchaser true and complete copies, ofexcept as so disclosed there is no: (i) each Applicable applicable Contract (as defined below) that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $25,000; (ii) each Applicable applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $25,000; (iii) applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 15,000 and with terms of less than one year); (ivv) each contract relating to Intellectual Property Assets to which the Company is a party or by which the Company is bound, except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $2,500 under which the Company is the licensee, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (vii) joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entityPerson; (vviii) each Applicable applicable Contract containing covenants that in any material way purport to restrict the business activity of the Company or any Affiliate of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of the Company or any Affiliate of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entityPerson; (viix) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiix) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ixxi) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable applicable Contract for capital expenditures which, by its terms, provides for an aggregate balance payable thereunder since December 31, 1999 in excess of $25,00015,000 for any such Contract; (xixii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) To the Knowledge of the Company, except as set forth in Part 3.16(b) of the Disclosure Letter, with respect to each Contract identified or required to be identified in Part 3.16 (a) of the Disclosure Letter: (i) the Company is, and at all times has been, in material compliance with all applicable terms and requirements of each such Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound; and (ii) each other Person that has or had any obligation or liability under any material Contract under which the Company has or had any rights is, and at all times has been, in full material compliance with all applicable terms and requirements of such Contract.

Contracts; No Defaults. (a) Section 5.11(a) of the Company Disclosure Schedule 3(v) attached hereto contains a complete and accurate list, and listing of all Contracts described in clauses (i) through (xiv) below to which the Company has made available or any of its Subsidiaries is a party or by which it is bound (each Contract required to be listed on Section 5.11(a) of the Purchaser true and complete copiesCompany Disclosure Schedule, of:a “Significant Contract”): (i) each Applicable any Contract with a Top 15 Vendor or Top 15 Customer (as defined below) that involves performance other than purchase or service orders accepted, confirmed or entered into in the Ordinary Course of services or delivery of goods or materials of an amount or value in excess of $25,000Business); (ii) each Applicable employment Contract that was not entered into in the ordinary course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts any employee of the Company or one of its subsidiaries Subsidiaries that provides for annual base compensation in excess of $5,000250,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable collective bargaining Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year“Labor Contract”); (iv) each joint venture, partnership, and other Applicable any Contract (however named) involving a sharing of profits, losses, costs, or liabilities by pursuant to which the Company or any of its subsidiaries with Subsidiaries leases, subleases, occupies or otherwise uses any other person or entityreal property (the “Real Property Leases”); (v) each Applicable (A) any Contract containing covenants that in any way purport to restrict under which the business activity of Company or any of its Subsidiaries has granted to a third party any license or covenant not to ▇▇▇ with respect to any Intellectual Property, other than non-exclusive licenses granted in the Ordinary Course of Business, or (B) any Contract pursuant to which the Company and its subsidiaries or any affiliate of its Subsidiaries obtains any license or covenant not to ▇▇▇ from a third party with respect to any Intellectual Property, other than licenses of Software that are commercially available to the foregoing or limit the freedom of public generally, with annual license, maintenance, support and other fees less than $25,000; (vi) any of the Company and its subsidiaries or any affiliate of the foregoing Contract that (A)(1) contains a covenant not to engage compete in any line of business or solicit persons for employment (other than non-disclosure agreements, confidentiality agreements entered into in the Ordinary Course of Business), (2) grants exclusive or preferential rights or “most favored nations” status to compete with any person person, or entity; (vi3) each employment or consulting agreement of obligates the Company and or any of its subsidiariesSubsidiaries to purchase or obtain a minimum or specified amount of any product or service in excess of $150,000 in the aggregate, in each case that is applicable to the Company or any of its Subsidiaries or (B) prohibits the Company or any of its Subsidiaries from soliciting any customers or strategic partners; (vii) each Applicable any Contract providing under which the Company or any of its Subsidiaries has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for payments money borrowed (excluding, for the avoidance of doubt, any intercompany arrangements solely between or among the Company or any of its Subsidiaries), (B) granted a Lien on its assets or group of assets, whether tangible or intangible, to or by secure any person or entity based on salesindebtedness for money borrowed, purchases, or profits, (C) extended credit to any Person (other than direct payments for goodsContracts involving immaterial advances made to an employee of the Company or any of its Subsidiaries in the Ordinary Course of Business) or (D) granted a material performance bond, letter of credit or any other similar instrument, in each case, in excess of $100,000; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstandingContract with any Governmental Authority; (ix) each Applicable Contract entered into with a Related Party (other than in the ordinary course of business that contains Company Benefit Plans or provides Contracts for an express undertaking compensation for services performed by any a Related Party as director, officer, service provider or employee of the Company or any of its Subsidiaries and its subsidiaries to be responsible amounts reimbursable for consequential damagesroutine travel and other business expenses in the Ordinary Course of Business; (x) each Applicable Contract for capital expenditures in excess relating to the acquisition or disposition of $25,000any business (whether by merger, sale of stock, sale of assets or otherwise); (xi) each written warrantyany Contract establishing any joint venture, guarantystrategic alliance, and partnership or other similar undertaking with respect to contractual performance extended by collaboration; (xii) any Contract involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute under which the Company or any of the Company and its subsidiaries other than in the ordinary course of businessSubsidiaries has any ongoing obligations (either monetary or non-monetary); and (xiixiii) each amendmentany Contract which grants any Person a right of first refusal, supplementright of first offer or similar right with respect to any properties, and modification (whether oral assets or written) in respect businesses of the Company or any of its Subsidiaries. (b) True and correct copies of each Significant Contract have been delivered to or made available to Tuatara. Each Significant Contract is in full force and effect and represents the foregoinglegal, valid and binding obligations of the parties thereto and is enforceable in accordance with its terms and conditions. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party to any such Significant Contract is in breach of or in default under any Significant Contract. Neither the Company nor any of its Subsidiaries has received any written claim or notice of breach of or default under any Significant Contract, and, to the knowledge of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a breach of or a default under any Significant Contract by the Company or any Subsidiary of the Company party thereto or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both). No party to any Significant Contract has exercised termination rights with respect thereto or has indicated that it intends to terminate or materially modify its relationship with the Company or any of its Subsidiaries.

Contracts; No Defaults. (a) Part 3.16(a) of the Seller Parties Disclosure Schedule 3(v) attached hereto contains a complete and accurate listlist as of the Effective Date, and the Company has Seller Parties have made available to Purchaser in the Purchaser Data Room true and complete copiescopies of, ofeach Contract, other instrument or document (including of any amendments) to which the Acquired Company is a party or by which its assets are subject or bound: (i) each Applicable Contract (as defined below) that involves performance with any director, officer or Affiliate of services or delivery of goods or materials of an amount or value in excess of $25,000the Acquired Company; (ii) each Applicable Contract that was evidencing, governing or relating to Indebtedness; (iii) not entered into in the ordinary course Ordinary Course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and Business that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year)receipts; (iv) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entity; (v) each Applicable Contract containing covenants that in any way purport purports to restrict the business activity of the Acquired Company or any of the Company and its subsidiaries Affiliates or any affiliate of the foregoing or to limit the freedom of the Acquired Company or any of the Company and its subsidiaries or any affiliate of the foregoing Affiliates to engage in any line of business or to compete with any person Person or entityin any geographic area or to hire or retain any Person; (v) relating to the employment of, or the performance of services by, any employee or consultant, or pursuant to which the Acquired Company is or may become obligated to make any severance, termination or similar payment to any current or former employee or director; or pursuant to which the Acquired Company is or may become obligated to make any bonus or similar payment (other than payments constituting base salary) to any current or former employee or director; (vi) each employment (A) relating to the acquisition, transfer, development, sharing or consulting agreement license of any Proprietary Rights (except for any Contract pursuant to which (1) any Proprietary Rights is licensed to the Acquired Company under any third party software license generally available to the public, or (2) any Proprietary Rights is licensed by the Acquired Company to any Person on a non exclusive basis); or (B) of the Company and its subsidiariestype referred to in Section 3.20(d); (vii) each Applicable Contract providing for payments to indemnification of any officer, director, employee or by any person or entity based on sales, purchases, or profits, other than direct payments for goodsagent; (viii) each power (A) relating to the acquisition, issuance, voting, registration, sale or transfer of attorney executed by any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing the Acquired Company and its subsidiaries that is currently effective and outstandingwith any right of first refusal with respect to, or right to repurchase or redeem, any securities; (ix) each Applicable Contract entered into other than incorporating or relating to any guaranty, any warranty or any indemnity or similar obligation, except for Contracts substantially identical to the standard forms of end user licenses made available by Seller Parties to Purchaser in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damagesData Room; (x) each Applicable Contract for capital expenditures in excess of $25,000relating to any currency hedging; (xi) each written warranty(A) imposing any confidentiality obligation on the Acquired Company or any other Person, guarantyor (B) containing “standstill” or similar provisions; (xii) (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, and or (B) directly or indirectly benefiting any Governmental Body (including any subcontract or other similar undertaking with respect to contractual performance extended by any of Contract between the Acquired Company and its subsidiaries any contractor or subcontractor to any Governmental Body); (xiii) contemplating or involving the payment or delivery of cash or other than consideration in an amount or having a value in excess of €5,000 in the ordinary course aggregate, or contemplating or involving the performance of businessservices having a value in excess of €5,000 in the aggregate; and (xiixiv) each amendmentany other Contract, supplementif a breach of such Contract could reasonably be expected to have a Material Adverse Effect. (b) Each of the foregoing is a “Material Contract.” (i) Each Material Contract is valid and in full force and effect, and modification is enforceable against the Acquired Company in accordance with its terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. (whether oral ii) The Acquired Company has not violated or writtenbreached, or committed any default under, any Material Contract, except for violations, breaches and defaults that have not had and would not reasonably be expected to have a Material Adverse Effect; and, to Sellers’ Knowledge, no other Person has violated or breached, or committed any default under, any Material Contract, except for violations, breaches and defaults that have not had and would not reasonably be expected to have a Material Adverse Effect. (iii) Except as set forth on Part 3.16(b) of the Seller Parties Disclosure Schedule, to Sellers’ Knowledge, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will or would reasonably be expected to, (A) result in respect a violation or breach of any of the foregoingprovisions of any Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any Material Contract, (C) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Material Contract, (D) give any Person the right to accelerate the maturity or performance under any Material Contract, (E) result in the disclosure, release or delivery of the Acquired Company Source Code, or (F) give any Person the right to cancel, terminate or modify any Material Contract, except in each such case for defaults, acceleration rights, termination rights and other rights that have not had and would not reasonably be expected to have a Material Adverse Effect. (iv) The Acquired Company has not received any notice or other communication regarding any actual or possible violation or breach of, or default under, any Material Contract, except in each such case for defaults, acceleration rights, termination rights and other rights that have not had and would not reasonably be expected to have a Material Adverse Effect.

Contracts; No Defaults. (a) Schedule 3(v3.12(a) attached hereto contains a complete and accurate listlisting of all Contracts described in clauses (i) through (xv) below to which, and as of the date of this Agreement, Company has made available to the Purchaser true and complete copiesor any of its Subsidiaries is a party or by which Company or any of its Subsidiaries is bound (collectively, of:“Material Contracts”). (i) each Applicable Each Contract (as defined belowother than (A) that involves performance of services purchase orders with suppliers or delivery of goods or materials of an amount or value in excess of $25,000; (ii) each Applicable Contract that was not customers entered into in the ordinary course of business and (B) Contracts of the type (without giving effect to dollar thresholds) described in other clauses of this Section 3.12(a)) that has or is not cancelable Seller reasonably anticipates will involve aggregate payments or consideration furnished by the or to Company or a subsidiary any of the Company with no penalty upon advance notice its Subsidiaries of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries more than $1,000,000 in excess of $5,000any calendar year; (ii) Each Contract related to Indebtedness; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Each Contract affecting for the ownership of, leasing of, title to, use of, acquisition of any Person or any leasehold business unit thereof or other interest in, the disposition of any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments assets of less than $5,000 and with terms of less than one year); (iv) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entity; Subsidiaries (v) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of business), other than Contracts in which the applicable acquisition or disposition has been consummated and there are no obligations ongoing; (iv) Each Contract that provides for the (A) ownership of any Owned Real Property and (B) leasing of the Leased Real Property; (v) Each joint venture agreement, partnership agreement, or other similar Contract; (vi) Each Contract requiring capital expenditures after the date of this Agreement in an amount in excess of $100,000; (vii) Each license agreement under which any Intellectual Property that is material to the conduct of the Business as conducted by Company and its Subsidiaries as of the date of this Agreement is licensed to or from Company or one of its Subsidiaries, (excluding license agreements for commercially available “off-the-shelf software,” “click wrap” or “shrink wrap” software license agreements, non-disclosure agreements and confidentiality and Intellectual Property assignment agreements with Company’s or any of its Subsidiaries’ employees); (viii) Each Contract that restricts the Business, Company or any of its Subsidiaries from conducting any line of business or operating in any geographic area; (ix) Each Contract that provides for a written commitment of consultation services for annual payments in excess of $100,000; (x) Each Contract that provides any restrictions on competition or similar restrictions running in favor of Company or any of its Subsidiaries; (xi) Each Contract under which Company or any of its Subsidiaries is subject to a “most favored nation”, “meet or release” or similar pricing and delivery arrangements or that have a “cost-savings” or any other similar performance or financial goals, or involves the payment by Company or any of its Subsidiaries of amounts that include “take or pay” or similar pricing or delivery arrangements; (xii) Each Contract that is between Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates (other than Company or any of its Subsidiaries), on the other hand; (xiii) Each Contract that provides for rebates to customers to be paid by Company or any of its Subsidiaries (excluding early payment discounts less than 5%); (xiv) Each Contract that grants any power of attorney or similar rights with respect to the affairs of Company or any of its Subsidiaries; and (xiixv) each amendment, supplement, and modification (whether oral or written) in respect Each Contract that guarantees the obligations of any other Person. (b) Except as set forth on Schedule 3.12(b) attached hereto or as would not be material, (i) all of the foregoingContracts listed pursuant to Section 3.12(a) (A) are in full force and effect and (B) represent the legal, valid and binding obligations of Company or its Subsidiary party thereto, (ii) neither Company or any of its Subsidiaries nor, to the Knowledge of Company, any other party thereto is in breach of or default under any such Contract, (iii) neither Company nor any of its Subsidiaries has received since September 1, 2010 any written claim or notice of any breach of or default under any such Contract that has not been cured and (iv), to the Knowledge of Company, no event has occurred, which individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Contract (in each case, with or without notice or lapse of time or both). Seller or Company has provided Acquiror with a copy of all Contracts set forth on Schedule 3.12(a).

Contracts; No Defaults. (a) Section 4.17(a) of Buyer’s Disclosure Schedule 3(v) attached hereto contains a complete and accurate list, and the Company Buyer has delivered or made available to the Purchaser Sellers true and complete copies, of:of (each, a “Buyer Material Contract”): (i) each Applicable Contract (as defined below) that involves performance of services or delivery of goods or materials by or to Buyer, or that was not entered into in the Ordinary Course of Business, of an amount or value in excess of $25,00075,000; (ii) each Applicable Contract that was not entered into in the ordinary course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, of or any leasehold or other 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 $5,000 50,000 and with terms of less than one year); (iii) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Buyer Intellectual Property Assets; (iv) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (v) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries Buyer with any other person or entityPerson; (vvi) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing Buyer or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing Buyer to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiariesPerson; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries Buyer other than in the ordinary course Ordinary Course of businessBusiness; and (xiiviii) each written amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Section 4.17(b) of Buyer’s Disclosure Schedule: (i) Buyer (and no Related Person of Buyer) has not or may not acquire any rights under, and Buyer has not or may not become subject to any obligation or liability under; any Contract that relates to the business of, or any of the assets owned or used by, Buyer; and (ii) to the Knowledge of Buyer, no officer, director, agent, employee, consultant, or contractor of Buyer is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of Buyer, or (B) assign to Buyer or to any other Person any rights to any invention, improvement, or discovery. (c) To the Knowledge of Buyer, each Buyer Material Contract is in full force and effect and is valid and enforceable in accordance with its terms. (d) To the Knowledge of Buyer: (i) Buyer is, and at all times since July 17, 2001 has been, in fail compliance with all applicable material terms and requirements of each Buyer Material Contract; (ii) each other Person that has or had any obligation or liability under any Buyer Material Contract under which Buyer has or had any rights is, and at all times since inception has been, in full compliance with all material applicable terms and requirements of such Buyer Material Contract; and (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may result in a violation or breach of any Buyer Material Contract.

Contracts; No Defaults. Schedule 3(v(a) attached hereto contains Except for the Leases and Company Benefit Plans, Section 5.12(a) of the Company Disclosure Letter sets forth a complete and accurate list, and list of all of the following Contracts to which the Company has made available to and/or any of its Subsidiaries is a party or is otherwise bound as of the Purchaser true and complete copies, ofdate hereof: (i) each Applicable Contract (as defined below) that involves performance of services Contracts with any Material Customer, Material Carrier or delivery of goods or materials of an amount or value in excess of $25,000Material Supplier; (ii) each Applicable Contract that was not (x) Contracts entered into in during the ordinary course two (2) years prior to the date hereof with respect to mergers or acquisitions, sales or repurchases of business securities or is not cancelable by the Company material assets or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year); (iv) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities investments by the Company or any of its subsidiaries Subsidiaries other than such Contracts between the Company and its Subsidiaries and/or their direct or indirect equityholders (each an “M&A Contract”), and (y) M&A Contracts in which the Company or any of its Subsidiaries have any material obligations or liabilities, including deferred purchase price payments, earn-out payments or indemnification obligations; (iii) Contracts establishing partnerships or joint ventures, in each case, that are material to the Company and its Subsidiaries, taken as a whole; (iv) each Contract with Governmental Authorities that is not terminable by any other person party with ninety days’ notice or entityless requiring aggregate future payments to the Company and its Subsidiaries in excess of $1,000,000 in any calendar year; (v) each Applicable Contracts relating to any Indebtedness or any guarantee thereof, including any mortgage, indenture, note, installment obligation or other instrument or agreement related thereto, except any such Contract containing covenants that in any way purport to restrict the business activity of any of (A) with an aggregate outstanding principal amount not exceeding $300,000 or (B) between or among the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entitySubsidiaries; (vi) each employment Contracts that relate to the settlement or consulting agreement final disposition of any material Action within the last three (3) years pursuant to which the Company and or any of its subsidiariesSubsidiaries has material ongoing obligations or liabilities; (vii) each Applicable material Contract providing for payments to which the Company or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of its Subsidiaries is a party whereby the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of its Subsidiaries has granted any Person any license under any material Owned Intellectual Property or whereby the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by or any of the Company and its subsidiaries other than Subsidiaries is granted a license to any material Intellectual Property (excluding (A) non-exclusive licenses granted by or to customers in the ordinary course of business, (B) licenses to open source software, (C) nondisclosure agreements, (D) invention assignment agreements with current and former employees, consultants, and independent contractors of the Company and its Subsidiaries, (E) employment agreements with any current or former employee, and (F) licenses in respect of commercially available off-the-shelf software); (viii) Affiliate Agreements; (ix) Contract for the employment or engagement of each current executive, officer, director or current employee of the Company or its Subsidiaries providing for (i) an annual base salary in excess of $300,000 and (ii) severance benefits or payments (excluding Contracts for at-will employment that are terminable without any liability to the Company or any of its Subsidiaries); and (xiix) each amendment, supplement, and modification (whether oral employee collective bargaining agreement or written) in respect of similar Contract between the Company or any of the foregoingCompany’s Subsidiaries, on the one hand, and any labor union, works council or other recognized body representing employees or other service providers of the Company or the Company’s Subsidiaries, on the other hand. (b) All of the foregoing set forth on Section 5.12(a) of the Company Disclosure Letter, including all amendments and modifications thereto, are referred to as “Material Contracts”. The Company has furnished or otherwise made available to Acquiror true, complete and correct copies of all Material Contracts. Each Material Contract sets forth the entire agreement and understanding between the Company and/or its Subsidiaries and the other parties thereto. Each Material Contract is valid, binding and in full force and effect (subject to the Enforceability Exceptions and assuming such Material Contract is a valid and legally binding obligation of the counterparty thereto). None of the Company, its Subsidiaries nor, to the knowledge of the Company, any other party thereto is in default or violation of any Material Contract in any material respect. There is no event or condition that exists that constitutes or, with or without notice or the passage of time or both, would constitute any such default or violation by the Company, its Subsidiaries or, to the knowledge of the Company, any other party thereto, or give rise to any acceleration of any obligation or loss of rights or any right of termination of a Material Contract. Since January 1, 2020, neither the Company nor any of its Subsidiaries has received any notice or request, in each case, in writing, on behalf of any other party to a Material Contract to terminate, cancel or not renew such Material Contract, to significantly reduce the purchase, supply or availability of any products, services, capacity, equipment or goods provided by the Company and/or such other party under such Material Contract, or to renegotiate any material term thereof that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or alleging or disputing any material breach or default under such Material Contract.

Contracts; No Defaults. Schedule 3(v(a) attached hereto contains Section 4.16(a) of the Disclosure Letter lists and, except to the extent filed in full without redaction as an exhibit to a complete and accurate listCompany SEC Report, and the Company has made available to Parent prior to the Purchaser true date hereof copies of each of the following Contracts (and complete copiesall amendments, of:modifications and supplements thereto) to which any Acquired Company or, to the knowledge of the Acquired Companies, any Minority JV Entity, is a party or by which any of their respective properties or assets are bound (notwithstanding anything herein, “Material Contract” shall not include any Contract that (1) will be fully performed and satisfied on or prior to the Closing, (2) is a Ground Lease, or (3) any confidentiality, “standstill” or other similar agreement entered between the Company and any potential acquiror of the Company): (i) each Applicable Contract (as defined below) that involves performance any Contracts with any director or officer or Affiliate of services or delivery the Company or, to the knowledge of goods or materials the Acquired Companies, any of an amount or value in excess of $25,000the Minority JV Entities; (ii) each Applicable Contract any Contracts evidencing, governing or relating to Debt or any guarantee by any Acquired Company or, to the knowledge of the Acquired Companies, any Minority JV Entity of Debt of any other Person in excess of $750,000; (iii) any Contracts that was not entered into reflect transactions, other than in the ordinary course of business business, that involve expenditures, in cash or is not cancelable by the Company or a subsidiary any other form of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries consideration, in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year)1,000,000; (iv) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entity; (v) each Applicable Contract containing covenants Contracts that in any way purport purports to restrict the business activity of any Acquired Company or any of their Affiliates or, to the knowledge of the Company and its subsidiaries or Acquired Companies, any affiliate of the foregoing Minority JV Entities, or to limit the freedom of any Acquired Company or any of their Affiliates or, to the knowledge of the Company and its subsidiaries or Acquired Companies, any affiliate of the foregoing Minority JV Entities to engage in any line of business or to compete with any person Person or entityin any geographic area or to hire or retain any Person, except for customary restrictions imposed by localities as a condition to approval of the Acquired Companies’ or, to the knowledge of the Acquired Companies, any of the Minority JV Entities’ development projects; (v) any Contracts that provide an obligation to fund or make any investment in (whether in the form of a loan, capital contribution or otherwise) any Subsidiary of any of the Acquired Companies, JV Entity or other Person (other than any Organizational Document); (vi) each employment any Contracts providing for any indemnification obligations in effect for any current or consulting agreement of the Company and its subsidiariesformer officer, director, trustee or employee; (vii) each Applicable Contract providing for payments to any Contracts evidencing any employment agreements, severance, change in control or by termination agreements with any person officer, director, trustee or entity based on sales, purchases, or profits, other than direct payments for goodsemployee; (viii) each power any Contracts (A) relating to the acquisition, issuance, voting, registration, sale or transfer of attorney executed by any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities or (C) providing any of the Acquired Companies or, to the knowledge of the Acquired Companies, any of the Minority JV Entities with any right of first refusal with respect to, or right to repurchase or redeem, any securities, except for Contracts evidencing Company Stock Options and its subsidiaries that is currently effective and outstandingRestricted Shares; (ix) each Applicable Contract any Contracts providing for or relating to any warranty or similar obligation; (x) any Contracts relating to any currency hedging; (xi) any Contracts containing “standstill” or similar provisions; (xii) any Contracts (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or (B) directly or indirectly benefiting any Governmental Body, except for those instruments or documents entered into other than by the Acquired Companies or, to the knowledge of the Acquired Companies, any of the Minority JV Entities in the ordinary course of business their respective businesses, the absence of which would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Companies; (xiii) any Contracts requiring that contains any of the Acquired Companies give any notice or provides for an express undertaking provide any information to any Person prior to considering or accepting any Acquisition Proposal or similar proposal, or prior to entering into any discussions, agreement, arrangement or understanding relating to any Acquisition Transaction or similar transaction; (xiv) relating to collective bargaining or other agreement or understanding with a labor union or labor organization; (xv) any Contracts relating to the sale or exchange of, or option to sell or exchange, any real property, or to the purchase or exchange of, or option to purchase or exchange, any real property in respect of future or existing transactions (including transactions that have not been consummated), in each case, having value of more than $500,000; (xvi) any Contracts relating to the development or construction of, or additions or expansions to, any real property that would involve the expenditure by any of the Company and its subsidiaries Acquired Companies or, to be responsible for consequential damagesthe knowledge of the Acquired Companies, any of the Minority JV Entities in excess of $500,000; (xxvii) each Applicable Contract any Loan Documents; (xviii) any Contracts for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another Person for aggregate consideration in excess of $1,000,000; (xix) any Contracts relating to the operations of the Properties, including the Franchise Agreements, all material advertising and marketing agreements, and credit card agreements, that involve annual expenditures in excess of $25,000250,000 per Property location; (xixx) each written warrantyany partnership, guarantylimited liability company agreement, and joint venture or other similar undertaking with respect agreement or arrangement relating to contractual performance extended by the formation, creation, operation, management or control of any partnership or joint venture which is not a wholly-owned Subsidiary of the Company; (xxi) any Contracts currently required to be filed as an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (xxii) any Contracts under which any of the Company and its subsidiaries Acquired Companies or, to the knowledge of the Acquired Companies, any of the Minority JV Entities has continuing indemnification obligations (other than Contracts entered into in the ordinary course of business) or potential liability of the Acquired Companies or, to the knowledge of the Acquired Companies, any of the Minority JV Entities under any purchase price adjustment that, in each case, would reasonably be expected to result in future payments of more than $500,000; (xxiii) any Contract relating to the settlement or proposed settlement of any Legal Proceeding, which involves the issuance of equity securities or the payment of an amount, in any such case, having a value of more than $500,000; (xxiv) any license, royalty or other Contract concerning material Intellectual Property; and (xiixxv) each amendmentany Contract (other than Contracts referenced in clauses (i) through (xxiv) of this Section 4.16(a)) which by its terms calls for payments in excess of $500,000. Each of the foregoing is a “Material Contract.” (b) Except as would not, supplementindividually or in the aggregate, and modification have a Material Adverse Effect on the Acquired Companies, (whether oral or writteni) in respect none of the Acquired Companies or, to the knowledge of the Acquired Companies, any of the foregoingMinority JV Entities is and, to the knowledge of the Acquired Companies, no other party is in breach or violation of, or default under, any Material Contract, (ii) none of the Acquired Companies or, to the knowledge of the Acquired Companies, none of the Minority JV Entities has received any written claim of default under any such Material Contract, (iii) no event has occurred which would result in a breach or violation of, or a default by the Acquired Companies, or, to the knowledge of the Acquired Companies, any of the Minority JV Entities, if applicable, or any other party thereto, under, any Material Contract (in each case, with or without notice or lapse of time or both) and (iv) each Material Contract is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to the Acquired Companies, and, to the knowledge of the Acquired Companies, with respect to the Minority JV Entities, if applicable, and to the other parties thereto, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws of general applicability relating to or affecting creditors’ rights or by general equitable principles.

Contracts; No Defaults. Schedule 3(v(a) attached hereto Section 4.12(a) of the Company Disclosure Letter contains a complete and accurate listlisting of all Contracts described in clauses (i) through (xviii) below to which, and as of the date of this Agreement, a Company or any Subsidiary of the Company has made available to the Purchaser true and complete copies, of:is a party or by which they are bound. (i) each Applicable Contract (as defined below) that involves performance of services or delivery of goods or materials of an amount or value in excess of $25,000Contracts with the Top Vendors; (ii) each Applicable Each note, debenture, other evidence of Indebtedness, guarantee, loan, credit or financing agreement or instrument or other Contract that was not entered into in the ordinary course of business or is not cancelable for money borrowed by the Company or a subsidiary any of the Company with no penalty upon advance notice of 30 days its Subsidiaries, including any agreement or less and that involves expenditures commitment for future loans, credit or receipts of the Company or its subsidiaries in excess of $5,000financing; (iii) each Each Contract for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company or any of its Subsidiaries in the last two (2) years, or under which the Company or Subsidiary has any continuing obligation with respect to an “earn-out”, contingent purchase price or other contingent or deferred payment; (iv) Each lease, rental or occupancy agreement, license, installment instalment and conditional sale agreement, and other Applicable Contract affecting that provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in, in any real or personal property that involves aggregate payments in excess of $250,000 in any calendar year; (except personal property leases v) Each Contract involving the formation of a (A) joint venture, (B) partnership, or (C) limited liability company (excluding, in the case of clauses (B) and installment (C), any wholly owned Subsidiary of the Company); (vi) Each Contract that involves profit-sharing, which requires, or would reasonably be expected to require (based on any occurrence, development, or event contemplated by such Contract), aggregate payments to or from the Company and conditional sales its Subsidiaries in excess of $500,000 over the life of the Contract; (vii) Contracts (other than employment agreements, employee confidentiality and invention assignment agreements, equity or incentive equity documents and Governing Documents) between the Company and its Subsidiaries, on the one hand, and Affiliates of the Company or its Subsidiaries (other than the Company or any of its Subsidiaries), the officers, directors or managers (or equivalents) of the Company or the Company’s Subsidiaries, the members or stockholders of the Company or its Subsidiaries, any employee of the Company or its Subsidiaries or a member of the immediate family of the foregoing Persons, on the other hand (collectively, “Affiliate Agreements”); (viii) Contracts with each current executive, officer, director or current employee of the Company or its Subsidiaries with a title of Vice President or higher, other than offer letters, equity award agreements, and confidentiality and assignment agreements, in each case, that do not (i) differ materially from the form of such agreements having provided to OmniLit or (ii) provide for severance or change in control payments or benefits; (ix) Contracts with any employee, officer, manager, director or consultant of the Company or its Subsidiaries that provide for (A) annual compensation that may exceed $250,000, (B) change in control, retention or similar payments or benefits upon, in connection with, accelerated by or triggered by the consummation of the transactions contemplated hereby, and/or (C) severance, termination or notice payments or benefits upon a value per item termination of the applicable Person’s service with the Company or aggregate any Subsidiary of the Company (excluding payments and benefits mandated by applicable Law); (x) Contracts of the Company or any of its Subsidiaries that (A) prohibit or limit the right of the Company or any of its Subsidiaries to engage in or compete with any Person in any line of business in any material respect; (B) prohibit or restrict the Company and its Subsidiaries’ ability to conduct their business with any Person in any geographic area in any material respect; or (C) contain any other provisions restricting or purporting to restrict in any material respect the ability of the Company or any of its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer in any material respect or that would so limit or purports to limit, in any material respect, the OmniLit or any of its Affiliates after the Closing; (xi) Any collective bargaining (or similar) agreement or Contract with any labor union or other body representing employees of the Company or any of its Subsidiaries; (xii) Each Contract (including license agreements, coexistence agreements, and agreements with covenants not to sue, but not including Contracts, purchase orders and insertion orders entered into in the ordinary course of business, non-disclosure agreements, contractor services agreements, consulting services agreements, incidental trademark licenses incident to marketing, printing or advertising Contracts) pursuant to which the Company or any Subsidiary of the Company (i) grants to a third Person the right to use material Intellectual Property of the Company and its Subsidiaries or (ii) is granted by a third Person the right to use Intellectual Property that is material to the business of the Company and its Subsidiaries (other than (A) Contracts granting nonexclusive rights to use commercially available off-the-shelf software and any other similar software licenses (including software-as-a-service) that are commercially available on standard terms to the public, (B) Open Source Licenses, (C) non-exclusive licenses for content or assets used in the products, services, or in the conduct of the business of the Company or any of its Subsidiaries involving payments of less than $5,000 500,000 per year and with terms of less than one year(D) employee confidentiality and invention assignment agreements); (ivxiii) each joint venture, partnership, and other Applicable Each Contract (however named) involving a sharing of profits, losses, costs, or liabilities requiring capital expenditures by the Company or any of its subsidiaries with Subsidiaries after the date of this Agreement in an amount in excess of $750,000 in any other person or entitycalendar year; (vxiv) each Applicable Contract containing covenants Contracts that in (A) grants to any way purport third Person any material “most favored nation rights” or similar provisions, obligations or restrictions, or (B) grants to restrict any third Person price guarantees for a period greater than one (1) year from the business activity date of any of this Agreement and requires aggregate future payments to the Company and its subsidiaries Subsidiaries in excess of $750,000 in any calendar year; (xv) Contracts with any Person (A) pursuant to which the Company or any affiliate Subsidiary of the Company (or OmniLit or any of its Affiliates after the Closing) may be required to pay material milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or any Subsidiary of the Company grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any Company product or Intellectual Property; (xvi) Contracts granting to any Person (other than the Company or its Subsidiaries) a right of first refusal, first offer or similar preferential right to purchase or acquire equity interests in the Company or any of its Subsidiaries; (xvii) Any Contract for the settlement or conciliation of an Action or Legal Proceeding or other dispute with a third party (A) the performance of which would involve any payments after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or any of its Subsidiaries (or the Surviving Corporation after the Closing); and (xviii) Any outstanding written commitment to enter into any Contract of the type described in subsections (i) through (xvii) of this Section 4.12(a). (b) All of the foregoing Contracts listed or limit required to be listed pursuant to Section 4.12(a) in the freedom Company Disclosure Letter, including all amendment and modifications thereto, are sometimes collectively referred to as “Material Contracts”. True, correct and complete copies of any the Material Contracts have previously been delivered to or made available to OmniLit or its agents or representatives. Each Material Contract is (i) in full force and effect, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, (ii) represents the legal, valid and binding obligations of the Company or the Subsidiary of the Company party thereto and, to the knowledge of the Company, represents the legal, valid and binding obligations of the counterparties thereto. Except, in each case, where the occurrence of such breach or default or failure to perform would not be material to the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; Subsidiaries, taken as a whole, (vix) each employment or consulting agreement of the Company and its subsidiaries; Subsidiaries have performed in all respects all respective obligations required to be performed by them to date under the Material Contracts and none of the Company, the Company Subsidiaries, or, to the knowledge of the Company, any other party thereto is in breach of or default under any such Contract, (viiy) each Applicable Contract providing for payments during the 12 months prior to or by any person or entity based on salesthe date of this Agreement, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any none of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of its Subsidiaries has received any written claim or written notice of termination or breach of or default under any such Contract, and (z) to the knowledge of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Contract by the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by or any of its Subsidiaries or, to the Company and its subsidiaries other than in the ordinary course of business; and (xii) each amendment, supplement, and modification (whether oral or written) in respect of any knowledge of the foregoingCompany, any other party thereto (in each case, with or without notice or lapse of time or both).

Contracts; No Defaults. Schedule 3(v(a) attached hereto Except for any Contract set forth in Part 3.6(a), Part 3.6(b) or Part 3.20(b) of the Disclosure Letter, Part 3.15(a) of the Disclosure Letter contains a complete and accurate list, and the Company has Sellers have delivered or caused to have been delivered or made available to the Purchaser Buyer true and complete copies, copies of: (i) each Applicable Contract (as defined below) that involves performance of services or delivery of goods or materials by or to the Company or any of its Subsidiaries of an amount or value in excess of $25,000100,000, excluding Applicable Contracts for the sales of goods by the Company or any of its Subsidiaries in the Ordinary Course of Business; (ii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of the Company or any of its subsidiaries Subsidiaries in excess of $5,000100,000; (iii) each lease, rental lease or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting or purchase agreement for real property to which the ownership of, leasing of, title to, use of, Company or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having of its Subsidiaries is a value per item or aggregate payments of less than $5,000 and with terms of less than one year)party; (iv) each collective bargaining agreement and other Applicable Contract between the Company or any of its Subsidiaries and any labor union or other employee representative of a group of employees; (v) each joint venture, partnership, partnership and other Applicable Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by the Company or any of its subsidiaries Subsidiaries with any other person or entityPerson; (vvi) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any of the Company and its subsidiaries or any affiliate of the foregoing Subsidiaries or limit the freedom of the Company or any of the Company and its subsidiaries or any affiliate of the foregoing Subsidiaries to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiariesPerson; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed granted by or to the Company or any of the Company and its subsidiaries Subsidiaries that is currently effective and outstanding; (ixviii) each Applicable Contract entered into other than that is void or subject to termination at the option of a third party upon a change in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damagescontrol; (xix) each Applicable Contract for capital expenditures in excess of $25,000100,000; (x) each Applicable Contract relating to outstanding Indebtedness (other than Intercompany Indebtedness) of Holdings, the Company or any of Company’s Subsidiaries; and (xi) each written warrantycommitment to enter into any of the foregoing described in clauses (i) through (x), guarantyexcept for commitments that are Applicable Contracts. (b) Except as set forth in Part 3.15(b) of the Disclosure Letter, to Sellers’, Holdings’ and other similar undertaking with respect to contractual performance extended the Company’s Knowledge, no officer, agent or employee of the Company or any of Company’s Subsidiaries is bound by any Contract that purports to limit the ability of such officer, agent or employee to (A) engage in or continue any conduct, activity or practice relating to the business of the Company or its Subsidiaries, or (B) assign to the Company or to any other Person any rights to any invention, improvement or discovery. (c) Except as set forth in Part 3.15(c) of the Disclosure Letter, each Contract of the Company and Company’s Subsidiaries identified in Part 3.15(a) of the Disclosure Letter is in full force and effect and none of the Company or any of its subsidiaries other than in the ordinary course of business; andSubsidiaries has received any written notice that any party to any such Contract intends to cancel, terminate or fail to renew such Contract. (xiid) each amendment, supplement, and modification (whether oral or writtenExcept as set forth in Part 3.15(d) in respect of any of the foregoingDisclosure Schedule and except for this Agreement, any Contract entered into in accordance herewith and any Contract entered into in connection with the Continued Indebtedness or the Debt to be Repaid, Holdings is not a party to any Contract.

Contracts; No Defaults. (a) Schedule 3(v) attached hereto 5.19 contains a complete and accurate list, and KKR and the Company has made KKR Subsidiaries shall at FRI's request deliver to FRI or make available to the Purchaser for FRI's review true and complete copies, of: (i) each Applicable Contract (as defined below) Agreement that involves performance of services or delivery of goods or materials by or to one or more of KKR and the KKR Subsidiaries of an amount or value in excess of $25,000;150,000. (ii) each Applicable Contract Agreement that was not entered into in the ordinary course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of one or more KKR and the Company or its subsidiaries KKR Subsidiaries in excess of $5,000;75,000. (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract Agreement affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 50,000 and with terms of less than one year); (iv) each licensing agreement or other Applicable Agreement with respect to Intellectual Property; (v) each collective bargaining agreement and other Applicable Agreement to or with any labor union or other employee representative of a group of employees; (vi) each joint venture, partnership, and other Applicable Contract (however named) Agreement involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries KKR and the KKR Subsidiaries with any other person or entityPerson; (vvii) each Applicable Contract Agreement containing covenants that in any way purport to restrict the business activity of KKR or any of the Company and its subsidiaries KKR Subsidiaries or any affiliate Affiliate of KKR or any of the foregoing KKR Subsidiaries, (other than directors or officers of KKR) or limit the freedom of KKR or any of the Company and its subsidiaries KKR Subsidiaries or any affiliate Affiliate of KKR or any of the foregoing KKR Subsidiaries (other than directors or officers of KKR) to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goodsPerson; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding, other than powers of attorneys normally executed in connection with the KKR SEC Documents; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract Agreement for capital expenditures in excess of $25,00050,000; (x) each other Applicable Agreement material to KKR and the KKR Subsidiaries, taken as a whole, which has not otherwise been set forth on Schedules 5.1 through 5.20; and (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of business; and (xii) each enforceable amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Schedule 5.19(b), each Applicable Agreement referred to in Section 5.19(a) is in full force and effect and is valid and enforceable in accordance with its terms. (c) Except as set forth in Schedule 5.19(c): (i) each of KKR and the KKR Subsidiaries and, to the knowledge of KKR, each other party thereto is in compliance in all material respects with all applicable terms and requirements of each Applicable Agreement referred to in Section 5.19(a); and (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any of KKR and the KKR Subsidiaries or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Agreement referred to in Section 5.19(a).

Contracts; No Defaults. (a) Section 4.11(a) of the Sellers Disclosure Schedule 3(v) attached hereto contains a complete and accurate listlisting of all Contracts (or group of related Contracts) described in clauses (i) through (xvi) below to which, and as of the date of this Agreement, either of the Target Companies is a party, by which any of their respective properties or assets are bound or pursuant to which either Target Company is an obligor or a beneficiary, other than the Company has Benefit Plans and Target Benefit Plans listed in Sections 4.12(a) or 4.12(b) of the Sellers Disclosure Schedule (such listed Contracts, the “Material Contracts”). True, correct and complete copies (as amended to date) (in the case of each written Contract) or an accurate and complete written summary (in the case of each oral Contract) of the Material Contracts have been previously made available to the Purchaser true and complete copies, of:Purchaser. (i) each Applicable any Contract or plan with any Target Business Employee, including any stock option plan, stock appreciation rights plan or stock purchase plan, or any plan providing similar equity awards, for which any benefits payable by any Target Entity will be increased, or for which the vesting of benefits will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement (as defined below) that involves performance or any events following the Closing Date, contingent or otherwise), or for which the value of services or delivery any of goods or materials the benefits of an amount or value in excess which will be calculated on the basis of $25,000any of the transactions contemplated by this Agreement; (ii) each Applicable Contract that was not entered into in the ordinary course of business any fidelity or is not cancelable by the Company surety bond or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000completion bond; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable any Contract affecting for the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any lease of real or personal property (except personal property leases and installment and conditional sales agreements having a value base rental payments in excess of $50,000 per item or aggregate payments of less than $5,000 and with terms of less than one year)year individually; (iv) each joint ventureany Contract of indemnification or guaranty (not including for clarity, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entitycustomer Contracts); (v) any Contract or commitment other than real property leases relating to capital expenditures involving future payments in excess of $100,000 individually or $250,000 in the aggregate; (vi) any mortgages, bonds, notes, indentures, guarantees, loans or credit agreements, security agreements or other Contracts or instruments relating to the borrowing of money or extension of credit or other material Indebtedness, other than (A) accounts receivables and payables and (B) advances to employees for travel and business expenses, in each Applicable case in the Ordinary Course of Business; (vii) any purchase order or Contract containing covenants for the purchase of materials involving in excess of $50,000 individually; (viii) any Contracts that contain “most favored nation” or similar pricing provisions pursuant to which a party thereto has the right to reduce pricing terms due to pricing terms offered to other customers; (ix) any material distributor, dealer, sales representative, original equipment manufacturer, value added, remarketer, reseller, independent software vendor, joint marketing, strategic alliance, affiliate or other Contract for distribution of the Target Company Products; (x) any Contract or commitment to alter either of the Target Companies’ interest in any way purport to restrict Subsidiary of such Target Company, or any corporation, association, joint venture, partnership or business entity in which the business activity of Target Companies directly or indirectly holds any interest; (xi) any Contract or commitment (other than Contracts of the type described in other clauses of this Section 4.11(a)) that provides for the payment by or to the Company in an amount in excess of $100,000 in the aggregate or more and its subsidiaries or is not cancelable without penalty within 60 days; (xii) any affiliate of the foregoing or limit Contract materially limiting the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing Target Companies to engage in any line of business or to compete with any person or entityto develop or to distribute or to sell; (vixiii) each employment or consulting agreement any license for the use of the Company and its subsidiariesIntellectual Property, except for licenses for COTS; (viixiv) each Applicable any covenant not to ▇▇▇, settlement agreement or other similar Contract providing for payments relating to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains Intellectual Property or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of business; and (xii) each amendment, supplement, and modification (whether oral or written) in respect Technology of any of the foregoingTarget Companies or the Target Company Subsidiaries; or (xv) any Contract granting a Lien other than a Permitted Lien. (b) Except as set forth in Section 4.11(b) of the Sellers Disclosure Schedule, all of the Material Contracts (i) are in full force and effect, (ii) represent the legal, valid and binding obligations of a Target Company or a Subsidiary of a Target Company, and (iii) to the knowledge of Sellers, are enforceable by a Target Company or a Subsidiary of a Target Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject to general principles of equity. Except as set forth in Section 4.11(b) of the Sellers Disclosure Schedule, (A) neither the Target Companies nor any of their Subsidiaries nor, to the knowledge of Sellers, any other party thereto is in material breach of or default under any provision of any Material Contract, (B) neither the Target Companies nor any of their Subsidiaries have received any written claim or notice of material breach of or default under any Material Contract, (C) to the knowledge of Sellers, no event has occurred which individually or together with other events, would reasonably be expected to result in a material breach of or a default under any Material Contract (in each case, with or without notice or lapse of time or both) by either Target Company or, to the knowledge of Sellers, by any such other party, or give rise to any right of revocation, withdrawal, suspension, acceleration, cancellation, termination, modification, imposition of additional obligations or loss of rights under, result in any payment becoming due under, result in imposition of any Lien other than a Permitted Lien on any of Units or any of the properties or assets of either Target Company or a Subsidiary of a Target Company under, or otherwise give rise to any material right on the part of any Person to exercise any remedy or obtain any relief under such Contract (in each case, with or without notice or lapse of time or both), and (D) none of Sellers or the Target Companies has given or received any claim, notice or other communication alleging any of the above. No Material Contract is under negotiation (nor has written demand for any renegotiation been made) and no party has repudiated any portion of any such Material Contract. (c) To the knowledge of Sellers, no director, agent, employee or consultant or other independent contractor of either Target Company is a party to, or is otherwise bound by, any Contract, including any confidentiality, noncompetition or proprietary rights agreement, with any other Person that in any way adversely affects or will affect (i) the performance of his or her duties for the Target Companies, (ii) his or her ability to assign to any Target Company or a Subsidiary of a Target Company rights to any invention, improvement, discovery or information relating to the businesses of the Target Companies or (iii) the ability of either Target Company to conduct its business as currently conducted or as currently proposed to be conducted.

Contracts; No Defaults. Schedule 3(v(a) attached hereto Except for Permitted Encumbrances, Section 8.13(a) of the Disclosure Letter contains a complete and accurate listlist of, and or the Company has made available to the Purchaser true and complete copies, of: RESI Public Filings include as exhibits thereto: (i) each Applicable Contract (of RES Holding and its Subsidiaries that is required to be filed as defined below) that involves performance an exhibit to any of services or delivery of goods or materials of an amount or value in excess of $25,000; the RESI Public Filings, (ii) each Applicable any other Contract that was not entered into in the ordinary course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year); (iv) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company RES Holding or any of its subsidiaries with any other person or entity; (v) each Applicable Contract Subsidiaries containing covenants that in any way purport not to restrict the business activity of any of the Company and its subsidiaries compete, employee non-solicitation or any affiliate of the foregoing no-hire covenants, or limit otherwise materially limiting the freedom of any of the Company RES Holding and its subsidiaries or any affiliate of the foregoing Subsidiaries to engage in any line of business or to compete with any person Person, (iii) any other Contract of RES Holding or entityany of its Subsidiaries constituting a material employment agreement or a collective bargaining or other agreement with a labor organization or other representative of RES Holding and its Subsidiaries employees, (iv) any other Contract of RES Holding or any of its Subsidiaries with or for the benefit of any Affiliate of RES Holding (other than with or among its Subsidiaries) or, to the Republic Parties' Knowledge, any immediate family member of any officer, director, employee or equityholder of RES Holding or any of its Affiliates or any Affiliate thereof and (v) any other Contract of RES Holding or any of its Subsidiaries relating to material indebtedness, financing arrangements or guarantees of indebtedness; (vib) With respect to the Contracts identified in Section 8.13(a) of the Disclosure Letter, to the Republic Parties' Knowledge: (i) each employment Contract is in full force and effect and is valid and enforceable in accordance with its terms, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or consulting agreement other laws relating to or affecting creditors' rights generally and by general equity principles, (ii) RES Holding has made available to USS/Kobe and BarTech a copy of the Company each such Contract, (iii) RES Holding and its subsidiaries; Subsidiaries are in compliance with all material terms and requirements of such Contracts, and (viiiv) each Applicable Contract providing for payments RES Holding and its Subsidiaries have not given to or by received from any person other Person any written notice regarding any actual or entity based on sales, purchases, alleged material violation or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of business; and (xii) each amendment, supplement, and modification (whether oral or written) in respect default of any of the foregoingsuch Contract.

Contracts; No Defaults. Schedule 3(v(a) attached hereto contains a SELLERS have made available or shall make available by July 15, 2008, to TOG at Acquired Companies’ Premises true, complete and accurate list, and the Company has made available to the Purchaser true and complete correct copies, ofof the following documents, it being understood that any missing Contract does not materially and adversely affect the business of the Acquired Companies: (i) each Applicable Contract (as defined below) that involves performance of services or delivery of goods or materials by any Acquired Company of an amount or value in excess of $25,000Euro 100,000.00 each; (ii) each Applicable Contract that was not entered into in the ordinary course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property that involves the payment by or to any Acquired Company in excess of Euro 100,000.00; (except personal property leases and installment and conditional sales iii) each licensing agreement or other Contract of any Acquired Company with respect to any Intellectual Property Asset, including agreements having a value per item with current or aggregate payments former employees, consultants, or contractors regarding the appropriation or the non-disclosure of less than $5,000 and with terms of less than one year)any Intellectual Property Asset; (iv) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees and any Acquired Company; (v) each employment Contract between any Acquired Company with an employee, agent, consultant and/or manager of such Acquired Company; (vi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the any Acquired Company or any of its subsidiaries with any other person or entityPerson; (vvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company or either of the Company and its subsidiaries or any affiliate of the foregoing SELLERS or limit the freedom discretion of any Acquired Company or either of the Company and its subsidiaries or any affiliate of the foregoing SELLERS to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goodsPerson; (viii) each power any plan or commitment or arrangement of attorney executed by any of Acquired Company, written or oral, providing for bonuses, pensions, deferred compensation, retirement payments, profit sharing or the Company and its subsidiaries that is currently effective and outstandinglike; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides indebtedness for an express undertaking borrowed money by any of the Company and its subsidiaries to be responsible for consequential damagesAcquired Company; (x) each Applicable Contract for capital expenditures in excess power of $25,000attorney that is currently effective and outstanding with any Acquired Company; (xi) each written warrantyContract for capital expenditures with any Acquired Company, guaranty, and other similar undertaking with respect to contractual performance extended by any in excess of the Company and its subsidiaries other than in the ordinary course of business; andEuro100,000.00; (xii) each amendmentGovernment Contract; (xiii) each Contract whereby any individual purports to release or hold harmless any Acquired Company from any claims; and (xiv) any other Contract or commitment which calls for the expenditure by any Acquired Company in any twelve (12) month period of at least Euro 100,000.00. (b) Except as set forth in Attachment 3.17 to this Agreement, supplementnone of the SELLERS has acquired nor has rights to acquire any rights under, and modification (whether oral neither of the SELLERS has or written) in respect of may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the foregoingassets owned or used by, any Acquired Company; and (c) Except as set forth in Attachment 3.17 to this Agreement, to the Knowledge of the two major shareholders among the SELLERS, each Contract identified or required to be identified in Attachment 3.16 to this Agreement is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in Attachment 3.17 to this Agreement: (i) each Acquired Company is in compliance with all material applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by any Acquired Company is or was bound; (ii) to the Knowledge of the two major shareholders among the SELLERS, each other person that has any obligation or liability under any Contract under which an Acquired Company has any material rights is in full compliance in all material respects with all applicable terms and requirements of such Contract; and (iii) no event has occurred or, to the Knowledge of the two major shareholders among the SELLERS, circumstance exists that (with or without notice or lapse of time) may result in a violation or breach of any Contract.

Contracts; No Defaults. (a) Schedule 3(v5.12(a) attached hereto contains a complete and accurate listlisting of all Contracts (other than purchase orders) described in clauses (i) through (xi) below to which, and as of the date of this Agreement, the Company has or one or more of its Subsidiaries is a party or by which any of their respective assets are bound. True, correct and complete copies of the Contracts listed on Schedule 5.12(a) have been delivered to or made available to the Purchaser true and complete copies, of:Acquiror or its agents or representatives. (i) each Applicable any Contract with an employee or independent contractor of the Company or its Subsidiaries who resides primarily in the United States which, upon the consummation of the transactions contemplated by this Agreement, will (as defined beloweither alone or upon the occurrence of any additional acts or events) that involves performance result in any payment or benefits (whether of services severance pay or delivery otherwise) becoming due, or the acceleration or vesting of goods any rights to any payment or materials of an amount benefits, from the Company or value in excess of $25,000its Subsidiaries; (ii) each Applicable employment, severance, retention, change in control or other Contract that was not (excluding customary form offer letters entered into in the ordinary course of business business) with any employee or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts other individual service provider of the Company or its subsidiaries Subsidiaries that provides for annual base cash compensation in excess of $5,000250,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year)employee collective bargaining Contract; (iv) each joint venture, partnership, and other Applicable any Contract (however named) involving a sharing of profits, losses, costs, or liabilities by pursuant to which the Company or any its Subsidiaries licenses from a third party Intellectual Property that is material to the business of the Company and its subsidiaries with Subsidiaries, taken as a whole, other than click-wrap, shrink-wrap and off-the-shelf software licenses, and any other person or entitysoftware licenses that are commercially available on reasonable terms to the public generally with license, maintenance, support and other fees less than $100,000 per year; (v) each Applicable any Contract containing covenants that which restricts in any way purport to restrict material respect or contains any material limitations on the business activity of any ability of the Company and or its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing Subsidiaries to engage compete in any line of business or to compete with in any person or entitygeographic territory; (vi) each employment or consulting agreement of any Contract under which the Company or its Subsidiaries has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness, in each case, in an amount in excess of $2,500,000 of committed credit, (B) granted a Lien on its assets, whether tangible or intangible, to secure any Indebtedness, or (C) extended credit to any Person (other than (1) intercompany loans and its subsidiariesadvances and (2) customer payment terms in the ordinary course of business), in each case, in an amount in excess of $2,500,000 of committed credit; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goodsthe Shareholders Agreement or any employment agreement set forth on Schedule 5.13(a), any Contract between the Company or its Subsidiaries, on the one hand, and any Cision Owner or their Affiliates, on the other hand; (viii) each power Contract entered into in connection with a completed material acquisition by the Company or its Subsidiaries since April 14, 2014 of attorney executed any Person or other business organization, division or business of any Person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such Person or by any of the Company and its subsidiaries that is currently effective and outstandingother manner); (ix) any Contract with outstanding obligations for the sale or purchase of personal property, fixed assets or real estate having a value individually, with respect to all sales or purchases thereunder, in excess of $500,000 or, together with all related Contracts, in excess of $1,000,000, in each Applicable Contract entered into case, other than sales or purchases in the ordinary course of business consistent with past practices and sales of obsolete equipment; (x) any Contract not made in the ordinary course of business and not disclosed pursuant to any other clause under this Section 5.12(a) and expected to result in revenue or require expenditures in excess of $1,000,000 in any calendar year or which resulted in revenue or expenditures during the fiscal year ended December 31, 2016, in excess of $1,000,000; and (xi) any Contract establishing any joint venture, partnership, strategic alliance or other collaboration that contains or provides for an express undertaking by any is material to the business of the Company and its subsidiaries to be responsible for consequential damages;Subsidiaries taken as a whole. (xb) each Applicable Except for any Contract for capital expenditures in excess that has terminated or will terminate upon the expiration of $25,000; (xi) each written warrantythe stated term thereof prior to the Closing Date, guaranty, and other similar undertaking with respect to contractual performance extended by any Contract of the type described in Section 5.12(a), whether or not set forth on Schedule 5.12(a), (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Company or its Subsidiaries party thereto and, to the knowledge of the Company, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the Company, are enforceable by the Company or its subsidiaries Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other than laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the ordinary course Company, its Subsidiaries or, to the knowledge of business; and the Company, any other party thereto is in material breach of or material default (xiior would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since December 31, 2015, neither the Company nor its Subsidiaries has received any written, or to the knowledge of the Company, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Company or its Subsidiaries or to the knowledge of the Company any other party thereto (in each amendmentcase, supplementwith or without notice or lapse of time or both), and modification (whether oral v) since December 31, 2015, neither the Company nor its Subsidiaries has received written notice from any other party to any such Contract that such party intends to terminate or written) in respect of not renew any of the foregoingsuch Contract.

Contracts; No Defaults. (a) Section 3.17(a) of the Seller Disclosure Schedule 3(v) attached hereto contains a complete and accurate listlist in all material respects, and the Company has Sellers have made available to the Purchaser true TOG true, complete and complete correct copies, of: (i) Contracts between any of the Acquired Companies on the one hand and customers or suppliers of the Acquired Companies on the other hand that represent, at a minimum, eighty-five percent (85%) in the aggregate of each Applicable Contract of (as defined belowy) that involves performance the total value of all services or delivery of and goods or materials of an amount or value in excess of $25,000received by the Acquired Companies since January 1, 2007 and (z) all services performed and goods delivered by the Acquired Companies since January 1, 2007; (ii) each Applicable Contract that was not entered into in the ordinary course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property that involves the payment by or to any Acquired Company in excess of $50,000 annually; (except personal property leases and installment and conditional sales iii) each licensing agreement or other Contract of any Acquired Company with respect to any material Intellectual Property Asset, including standard agreements having a value per item with current or aggregate payments former employees, consultants, or contractors regarding the appropriation or the non-disclosure of less than $5,000 and with terms of less than one year)any Intellectual Property Asset; (iv) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees and any Acquired Company; (v) each employment Contract between any Acquired Company with an employee, agent, consultant and/or manager of such Acquired Company that involves payments in excess of $50,000 annually; (vi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the any Acquired Company or any of its subsidiaries with any other person or entityPerson; (vvii) each Applicable Contract containing covenants that purport in any way purport material respect to restrict the business activity of any of the Acquired Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Acquired Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goodsPerson; (viii) each power Contract containing covenants that purport in any material respect to restrict the business activity of attorney executed by any either of the Company and its subsidiaries that is currently effective and outstandingSellers with respect to any conduct, activity, or practice relating to the business of the Acquired Companies, except for the restrictions contained in this Agreement or the Employment Agreements; (ix) each Applicable Contract entered into other than in any plan or commitment or arrangement of any Acquired Company, written or oral, providing for bonuses, pensions, deferred compensation, retirement payments, profit sharing or the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damageslike; (x) each Applicable Contract evidencing indebtedness for borrowed money by any Acquired Company; (xi) each power of attorney that is currently effective and outstanding with any Acquired Company; (xii) each Contract for capital expenditures in excess of $25,00050,000 annually with respect to any Acquired Company; (xixiii) each written warranty, guaranty, Government Contract (except for purchase orders and blanket purchasing agreements pursuant to Government Contracts); and (xiv) any other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than Contract or commitment not made in the ordinary course of businessbusiness which calls for the expenditure by any Acquired Company in any twelve (12) month period of at least $75,000. (b) Except as set forth on Section 3.17(b) of the Disclosure Schedule, neither of the Sellers has acquired nor has rights to acquire any rights under, and neither of the Sellers or affiliate of either of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company. (c) Except as set forth on Section 3.17(c) of the Seller Disclosure Schedule: (i) Each Acquired Company is in compliance with all material applicable terms and requirements of each Contract identified or required to be identified on Section 3.17(a) of the Seller Disclosure Schedule under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by any Acquired Company is or was bound; (ii) to the Knowledge of Sellers, each other Person that has or had any obligation or liability under any Contract identified or required to be identified on Section 3.17(a) of the Seller Disclosure Schedule under which an Acquired Company has or had any rights is in full compliance in all material respects with all applicable terms and requirements of such Contract; and (xiiiii) each amendmentto the Knowledge of Sellers, supplement, and modification no event has occurred or circumstance exists that (whether oral with or writtenwithout notice of lapse of time) may result in respect a violation or breach of any of the foregoingContract.

Contracts; No Defaults. (a) Part 2.17(a) of the Company Disclosure Schedule 3(v) attached hereto contains lists as of the date hereof, and, except to the extent filed as an exhibit to a complete and accurate listCompany SEC Report, and the Company has made available to Parent copies of each of the Purchaser true and complete copies, of:following Acquired Corporation Contracts (including any amendment to any of the foregoing) (i) each Applicable Contract described in paragraph (as defined belowb)(10) that involves performance of services or delivery Item 601 of goods or materials Regulation S-K of an amount or value the SEC(other than those agreements and arrangements described in excess of $25,000Item (b)(10)(iii); (ii) each Applicable Contract that was with any director, officer or Affiliate of the Company; (iii) evidencing, governing or relating to indebtedness for borrowed money, (iv) not entered into in the ordinary course Ordinary Course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and Business that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year); (iv) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entity100,000; (v) each Applicable Contract containing covenants that in any way purport purports to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries Acquired Corporation or any affiliate of the foregoing their Affiliates to engage in any line of business or to compete with any person Person or entityin any geographic area or to hire or retain any Person; (vi) each employment or consulting agreement of the Company and its subsidiaries[Intentionally omitted]; (vii) each Applicable Contract providing for payments to indemnification of any officer, director, employee or by any person or entity based on sales, purchases, or profits, other than direct payments for goodsagent; (viii) each power (A) relating to the acquisition, issuance, voting, registration, sale or transfer of attorney executed by any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing any of the Acquired Corporations with any right of first refusal with respect to, or right to repurchase or redeem, any securities, except for Contracts evidencing Company and its subsidiaries that is currently effective and outstandingOptions, Company RSU Awards, or employment Contracts entered into in the Ordinary Course of Business which contemplate the issuance of Company Options or Company RSU Awards; (ix) each Applicable Contract entered into incorporating or relating to any guaranty, any warranty or any indemnity or similar obligation, except for materially unaltered indemnification provisions contained in standard form sales or other than agreements with customers, end users or distributors arising in the ordinary course Ordinary Course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damagesBusiness; (x) each Applicable Contract for capital expenditures in excess of $25,000relating to any currency hedging; (xi) each written warrantyimposing or containing “standstill” or similar provisions; (xii) (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, guarantyor (B) directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between any Acquired Corporation and any contractor or subcontractor to any Governmental Body); (xiii) except as set forth in Section 2.17(a)(xiv), and contemplating or involving the payment or delivery of cash or other similar undertaking with respect to contractual performance extended by any consideration in an amount or having a value in excess of the Company and its subsidiaries other than $250,000 in the ordinary course aggregate, or contemplating or involving the performance of businessservices having a value in excess of $250,000 in the aggregate; (xiv) with each Top Distributor, Top Reseller, Top OEM and Top Supplier; and (xiixv) any other Contract, if a breach of such Contract would reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Each of the foregoing is a “Material Contract.” (b) Assuming the due execution and delivery of such Material Contract by the counterparties thereto, each amendment, supplementMaterial Contract is valid and in full force and effect, and modification is enforceable in accordance with its terms, subject to the effect of (whether oral i) applicable bankruptcy, insolvency, reorganization, moratorium or writtenother similar laws now or hereafter in effect relating to rights of creditors generally and (ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. (i) none of the Acquired Corporations has violated or breached, or committed any default under, any Acquired Corporation Contract, except for violations, breaches and defaults that, individually or in respect the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations; (ii) to the Knowledge of the Company, no other Person has violated or breached, or committed any default under, any Acquired Corporation Contract, except for violations, breaches and defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations; (iii) to the Knowledge of the Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will or would reasonably be expected to, (A) result in a violation or breach of any of the foregoingprovisions of any Acquired Corporation Contract, (B) give any Person the right to declare a default or exercise any remedy under any Acquired Corporation Contract, (C) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Acquired Corporation Contract, (D) give any Person the right to accelerate the maturity or performance of any Material Contract, (E) result in the disclosure, release or delivery of any Acquired Corporation Source Code, or (F) give any Person the right to cancel, terminate or modify any Material Contract, except in each such case for defaults, acceleration rights, termination rights and other rights that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations; and (iv) since April 27, 2008, none of the Acquired Corporations has received any written notice or other communication regarding any actual or possible violation or breach of, or default under, any Acquired Corporation Contract, except in each such case for defaults, acceleration rights, termination rights and other rights that have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations.

Contracts; No Defaults. Schedule 3(v(a) attached hereto Section 4.13(a) of the Company Disclosure Letter contains a listing of all Contracts described in clauses (i) through (xv) below to which, as of the date of this Agreement, the Business Entities are a party or by which they are bound, other than a Benefit Plan. True, correct and complete and accurate list, and copies of the Contracts listed on Section 4.13(a) of the Company has Disclosure Letter have previously been delivered to or made available to the Purchaser true and complete copiesAcquiror or its agents or representatives, of:together with all amendments thereto. (i) each Applicable Any Contract (as defined below) that involves performance with any of services the Top Customers or delivery of goods or materials of an amount or value in excess of $25,000the Top Vendors; (ii) each Applicable Each note, debenture, other evidence of Indebtedness, guarantee, loan, credit or financing agreement or instrument or other Contract that was not entered into in the ordinary course of business or is not cancelable for money borrowed by Inpixon, the Company or a subsidiary any of the Company with no penalty upon advance notice of 30 days Subsidiaries, including any agreement or less commitment for future loans, credit or financing and that involves expenditures any agreement pursuant to which the Business Entities granted a Lien on its assets, whether tangible or receipts of the Company or its subsidiaries intangible, to secure any Indebtedness, in each case, in excess of $5,000100,000; (iii) Each Contract for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Business Entities in the last five (5) years, in each case, involving payments in excess of $100,000 other than Contracts (A) in which the applicable acquisition or disposition has been consummated and there are no material obligations ongoing, or (B) between the Company and its wholly-owned Subsidiaries; (iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting that provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in, in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or that involves aggregate payments in excess of less than $5,000 100,000 in any calendar year; (v) Each Contract involving the formation of a (A) joint venture, (B) partnership, or (C) limited liability company (excluding, in the case of clauses (B) and with terms of less than one year(C), any wholly-owned Company Subsidiary); (ivvi) each joint ventureContracts (other than employment agreements, partnershipemployee confidentiality and invention assignment agreements, individual consulting or advisor agreements, equity or incentive equity documents and Governing Documents) between the Company and the Company Subsidiaries, on the one hand, and other Applicable Contract (however named) involving a sharing Affiliates of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any the Company Subsidiaries (other person than the Company or entity; (v) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company Subsidiaries), the officers and its subsidiaries managers (or any affiliate equivalents) of the foregoing Company or limit the freedom of any of the Company and its subsidiaries Subsidiaries, the members or stockholders of the Company or any affiliate of the Company Subsidiaries, any employee of the Company or any of the Company Subsidiaries or a member of the immediate family of the foregoing Persons, on the other hand (collectively, “Affiliate Agreements”); (vii) Contracts with each current employee or individual independent contractor of the Company or the Company Subsidiaries with annual base compensation in excess of $100,000, and service agreements with each director of the Company; (viii) Contracts containing covenants of the Company or any of the Company Subsidiaries (A) prohibiting or limiting the right of the Company or any of the Company Subsidiaries to engage in or compete with any Person in any line of business in any material respect or (B) prohibiting or restricting the Company’s and the Company Subsidiaries’ ability to compete conduct their business with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by Person in any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by geographic area in any of the Company and its subsidiaries that is currently effective and outstandingmaterial respect; (ix) each Applicable Any collective bargaining (or similar) agreement or Contract entered into other than in between the ordinary course of business that contains Company or provides for an express undertaking by any of the Company Subsidiaries, on one hand, and its subsidiaries to be responsible for consequential damagesany labor union, labor organization, works council, or other body representing employees of the Company or any of the Company Subsidiaries, on the other hand; (x) each Applicable Each Contract for capital expenditures in excess of $25,000; (xi) each written warrantyincluding license agreements, guarantycoexistence agreements, and other similar undertaking agreements with respect covenants not to contractual performance extended by any sue, but not including (1) non-disclosure agreements or (2) ancillary trademark licenses incident to marketing, printing or advertising Contracts, in each case of the Company and its subsidiaries other than (1) or (2) entered into in the ordinary course of business) pursuant to which any Business Entity (i) grants to a third Person the right to use Company IP (other than Contracts granting nonexclusive rights to customers to use the Company Products on terms that do not materially differ from the standard forms of the Enterprise Apps Business previously delivered to or made available to Acquiror or its agents or representatives, together with all amendments thereto) or (ii) is granted by a third Person the right to use Intellectual Property used or held for use in the operation of the Enterprise Apps Business (other than Contracts granting nonexclusive rights to use commercially available off-the-shelf software that is not used in the Company Products and involves aggregate payments less than $100,000 in any calendar year and Open Source Licenses); (xi) Each Contract requiring capital expenditures by any of the Business Entities after the date of this Agreement in an amount in excess of $100,000 in any calendar year; (xii) Any Contract that (A) grants to any third Person any “most favored nation rights” or other preferential pricing term rights or (B) grants to any third Person price guarantees for a period greater than one (1) year from the date of this Agreement and requires aggregate future payments to any of the Business Entities in excess of $100,000 in any calendar year; (xiii) Contracts granting to any Person (other than the Company or the Company Subsidiaries) a right of first refusal, first offer or similar preferential right to purchase or acquire equity interests in the Company or any of the Company Subsidiaries; and (xiixiv) each amendmentAny outstanding written commitment to enter into any Contract of the type described in subsections (i) through (xiv) of this Section 4.13(a). (b) Except for any Contract that will terminate upon the expiration of the stated term thereof prior to the Closing Date, supplement, and modification (whether oral or writtenall of the Contracts listed pursuant to Section 4.13(a) in respect the Company Disclosure Letter are (i) in full force and effect and (ii) represent the legal, valid and binding obligations of Inpixon, the Company or the Company Subsidiary party thereto and, to the knowledge of the Company, represent the legal, valid and binding obligations of the counterparties thereto. Except, in each case, where the occurrence of such breach or default or failure to perform would not be material to the business of the Business Entities, taken as a whole, Inpixon, the Company and the Company Subsidiaries have performed in all respects all respective obligations required to be performed by them to date under such Contracts listed pursuant to Section 4.13(a) and none of Inpixon, the Company, the Company Subsidiaries, or, to the knowledge of the Company, any other party thereto is in breach of or default under any such Contract. During the last twelve (12) months, none of (y) Inpixon, the Company or any of the foregoingCompany Subsidiaries has received any written claim or written notice of termination or breach of or default under any such Contract, and (z) to the knowledge of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Contract by Inpixon, the Company or the Company Subsidiaries or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), except in each case, where the occurrence of the foregoing (i) would not have, or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Inpixon and the Company to enter into and perform their obligations under this Agreement or (ii) be material to the Business Entities, taken as a whole.

Contracts; No Defaults. (a) Schedule 3(v5.12(a) attached hereto of the Company Disclosure Letter contains a complete and accurate list, and the Company has made available to the Purchaser true and complete copieslisting of all Contracts (other than purchase orders) (including without limitations agreements for funding with any Governmental Authority) described in the subclauses of this Section 5.12 to which, of: as of the date of this Agreement, the Company or any of its Subsidiaries is a party (itogether with all material amendments, waivers or other changes thereto) each Applicable Contract other than Company Benefit Plans and Standard Employment Agreements and Contracts that may not be disclosed pursuant to applicable Law (collectively, with Prior Government Contracts (as defined below) the “Material Contracts”). True, correct and complete copies of the Material Contracts have been delivered to or made available to SPAC or its agents or Representatives, except where delivery or other sharing of such Material Contract is not permitted by applicable Law. (i) Each Contract that involves performance (x) the Company reasonably anticipates will involve aggregate payments or consideration furnished by the Company or by any of services its Subsidiaries of more than $500,000 in the calendar year ended December 31, 2025 or delivery (y) involved aggregate payments or consideration furnished to the Company or to any of goods or materials its Subsidiaries of an amount or value more than $500,000, in excess of $25,000each case, in the calendar year ended December 31, 2024; (ii) each Applicable Each Contract that was not is a definitive purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company or any of its Subsidiaries in the three (3) years prior to the date of this Agreement, in each case, involving payments in excess of $500,000 other than Contracts in which the applicable acquisition or disposition has been consummated and there are no material obligations ongoing; (iii) Each Contract with outstanding obligations of the Company or its Subsidiaries that provides for the sale or purchase of personal property, fixed assets or real property and involves aggregate payments in excess of $500,000 in any calendar year, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipment; (iv) Each joint venture Contract, legal partnership agreement, limited liability company agreement or similar Contract (other than Contracts between Subsidiaries of the Company) that is material to the business of the Company and its Subsidiaries taken as a whole; (v) Each Contract expressly prohibiting or restricting in any material respect the ability of the Company or its Subsidiaries to engage in any business, to operate in any geographical area or to compete with any Person (other than Contracts with providers or other entities limiting the Company’s or any of its Subsidiary’s ability to engage providers in the same geographic area, none of which are material to the Company and its Subsidiaries, taken as a whole); (vi) Each Contract, license or other agreement in or under which the Company or any of its Subsidiaries in-licenses from any Person, or out-licenses to any Person, any item of Intellectual Property or Technology, but excluding (A) non-exclusive licenses granted by the Company or any of its Subsidiaries to customers in the ordinary course of business; (B) Contracts where any license of any Intellectual Property or Technology is non-exclusive and incidental to the subject matter of such agreement, such as licenses to use feedback and suggestions and licenses authorizing the use of brand materials for marketing purposes; (C) nondisclosure agreements entered into in the ordinary course of business business; (D) Personnel IP Agreements or is not cancelable by agreements with subcontractors under which the Company receives licenses from a subcontractor solely for use in connection with the Company’s engagement as a prime contractor; (E) licenses in respect of Open Source Software; (F) non-exclusive licenses granted to Governmental Authorities prior to September 1, 2023 (“Prior Government Contracts”); and (G) non-exclusive licenses (including click-wrap, shrink-wrap or a subsidiary similar Contracts) in respect of the Company commercially available, unmodified, non-customized, “off-the-shelf software” with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or an annual aggregate payments fee of less than $5,000 and with terms of less than one year)500,000; (ivvii) Each Contract that constitutes an option agreement, escrow agreement (including any source code escrow Contract), settlement agreement, co-existence agreement, non-assertion or covenant not to sue agreement, in each joint venturecase, partnershipconcerning Intellectual Property, and other Applicable than Prior Government Contracts; (viii) Each Contract (however named) involving providing for the discovery, creation, development or reduction to practice by a sharing third party of profits, losses, costs, any material Intellectual Property or liabilities by Technology for or on behalf of the Company or any of its subsidiaries with any other person or entity; Subsidiaries (v) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstandingPersonnel IP Agreements); (ix) each Applicable Each employee collective bargaining Contract entered into other than in the ordinary course of business that contains (“Labor Contract”) with a labor union, works council, or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damagessimilar representative body (each, a “Labor Union”); (x) each Applicable Contract Each mortgage, indenture, note, installment obligation or other instrument, agreement or arrangement for capital expenditures or relating to any borrowing of money by or from the Company or any of its Subsidiaries in excess of $25,000500,000; (xi) each written warrantyEach Contract that is a currency or interest hedging arrangement; (xii) Each material Contract that provides for any most favored nation provision or equivalent preferential terms, guaranty, and other exclusivity or similar undertaking with respect obligations to contractual performance extended by which the Company or any of the Company and its subsidiaries other than in the ordinary course of businessSubsidiaries is subject; (xiii) Each Lease; and (xiixiv) each amendmentAny commitment to enter into agreement of the type described in the subclauses of this Section 5.12(a). (b) Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date and except as would not reasonably be expected to, supplementindividually or in the aggregate, and modification result in a Material Adverse Effect, as of the date of this Agreement, all of the Contracts listed pursuant to Section 5.12(a) are (whether oral or writteni) in respect full force and effect and (ii) represent the legal, valid and binding obligations of the Company or one of its Subsidiaries party thereto and, to the knowledge of the Company, represent the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. As of the date of this Agreement, except as would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect, (w) neither the Company, any of its Subsidiaries nor, to the foregoingknowledge of the Company, any other party thereto is or is alleged to be in material breach of or material default under any such Contract, (x) neither the Company nor any of its Subsidiaries has received any written claim or notice of material breach of or material default under any such Contract, (y) to the knowledge of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract (in each case, with or without notice or lapse of time or both) and (z) no party to any such Contract that is a customer of or supplier to the Company or any of its Subsidiaries has, within the past twelve (12) months, canceled or terminated its business with, or, to the knowledge of the Company, threatened in writing to cancel or terminate its business with, the Company or any of its Subsidiaries.

Contracts; No Defaults. (a) Schedule 3(v4.12(a) attached hereto contains a complete and accurate listlisting of all Contracts (other than purchase orders) described in clauses (i) through (ix) below to which, and as of the date of this Agreement, the Company has or one or more of its Subsidiaries is a party or by which any of their respective assets are bound. True, correct and complete copies of the Contracts listed on Schedule 4.12(a) have been delivered to or made available to the Purchaser true and complete copies, of:Acquiror or its agents or representatives. (i) each Applicable Contract (as defined below) that involves performance of services or delivery of goods or materials of an amount or value in excess of $25,000employee collective bargaining Contract; (ii) any Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from a third party Intellectual Property that is material to the business of the Company and its Subsidiaries, taken as a whole, other than click-wrap, shrink-wrap and off-the-shelf software licenses, and any other software licenses that are commercially available on reasonable terms to the public generally with license, maintenance, support and other fees less than $1,000,000 per year or (B) licenses to a third party to use Owned Intellectual Property or Owned Company Software (other than any licenses granted to customers, suppliers or service providers in the ordinary course of business); (iii) any Contract which restricts in any material respect or contains any material limitations on the ability of the Company or its Subsidiaries to compete in any line of business or in any geographic territory; (iv) any Contract under which the Company or its Subsidiaries has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness, (B) granted a Lien on its assets, whether tangible or intangible, to secure any Indebtedness or (C) extended credit to any Person (other than (1) intercompany loans and advances and (2) customer payment terms in the ordinary course of business), in each Applicable case of clauses (A), (B) and (C), in an amount in excess of $20,000,000 of committed credit; (v) any principal transaction Contract that was not entered into in connection with a completed acquisition or disposition by the Company or its Subsidiaries since December 31, 2016 involving consideration in excess of $25,000,000 of any Person or other business organization, division or business of any Person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such Person or by any other manner); (vi) any Contract with outstanding obligations for the sale or purchase of personal property, fixed assets or real estate having a value individually, with respect to all sales or purchases thereunder, in excess of $5,000,000 or, together with all related Contracts, in excess of $25,000,000, in each case, other than sales or purchases in the ordinary course of business or is not cancelable by the Company or a subsidiary consistent with past practices and sales of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year); (iv) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entity; (v) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiariesobsolete equipment; (vii) each Applicable any Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than not made in the ordinary course of business and not disclosed pursuant to any other clause under this Section 4.12 and expected to result in revenue or require expenditures in excess of $5,000,000 in the calendar year ended December 31, 2018 or any subsequent calendar year; (viii) any Contract between the Company or its Subsidiaries, on the one hand, and any of Company’s shareholders, on the other hand, that contains will not be terminated at or provides for an express undertaking by prior to the Closing; and (ix) any Contract establishing any joint venture, partnership, strategic alliance or other collaboration that is material to the business of the Company and its subsidiaries to be responsible for consequential damages;Subsidiaries taken as a whole. (xb) each Applicable Except for any Contract for capital expenditures in excess that has terminated or will terminate upon the expiration of $25,000; (xi) each written warrantythe stated term thereof prior to the Closing Date, guaranty, and other similar undertaking with respect to contractual performance extended by any Contract of the type described in Section 4.12(a), whether or not set forth on Schedule 4.12(a), (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Company or its Subsidiaries party thereto and, to the knowledge of the Company, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the Company, are enforceable by the Company or its subsidiaries Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other than in the ordinary course of business; and (xii) each amendment, supplement, laws relating to or affecting creditors’ rights generally and modification general equitable principles (whether oral considered in a proceeding in equity or writtenat law), (ii) in respect of any none of the foregoingCompany, its Subsidiaries or, to the knowledge of the Company, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since December 31, 2017, neither the Company nor its Subsidiaries have received any written or, to the knowledge of the Company, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of the Company, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Company or its Subsidiaries or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) since December 31, 2017 through the date hereof, neither the Company nor its Subsidiaries have received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) Section 6.11(a) of the Company Disclosure Schedule 3(v) attached hereto contains a complete and accurate list, and listing of all Contracts described in clauses (i) through (xiii) below to which the Company has made available or any of its Subsidiaries is a party or by which it is bound (each Contract required to be listed on Section 6.11(a) of the Purchaser true and complete copiesCompany Disclosure Schedule, of:a “Significant Contract”): (i) each Applicable any Contract with a Top 15 Vendor or Top 15 Customer (as defined below) that involves performance other than purchase or service orders accepted, confirmed or entered into in the Ordinary Course of services or delivery of goods or materials of an amount or value in excess of $25,000Business); (ii) each Applicable employment Contract that was not entered into in the ordinary course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts any employee of the Company or one of its subsidiaries Subsidiaries that provides for annual base compensation in excess of $5,000250,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable collective bargaining Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year“Labor Contract”); (iv) each joint venture, partnership, and other Applicable any Contract (however named) involving a sharing of profits, losses, costs, or liabilities by pursuant to which the Company or any of its subsidiaries with Subsidiaries leases, subleases, occupies or otherwise uses any other person or entityreal property (the “Real Property Leases”); (v) each Applicable (A) any Contract containing covenants that in any way purport to restrict under which the business activity of Company or any of its Subsidiaries has granted to a third party any, license, or covenant not to ▇▇▇ with respect to any Intellectual Property, other than non-exclusive licenses granted in the Ordinary Course of Business, or (B) any Contract pursuant to which the Company and its subsidiaries or any affiliate of its Subsidiaries obtains any, license, or covenant not to ▇▇▇ from a third party with respect to any Intellectual Property, other than licenses of Software that are commercially available to the foregoing or limit the freedom of public generally, with annual license, maintenance, support and other fees less than $500,000; (vi) any of the Company and its subsidiaries or any affiliate of the foregoing Contract that (A)(1) contains a covenant not to engage compete in any line of business or to compete with any person or entity; solicit persons for employment (viother than non-disclosure agreements, confidentiality agreements entered into in the Ordinary Course of Business), (2) each employment or consulting agreement of involves the Company and or any of its subsidiariesSubsidiaries granting exclusive or preferential rights or “most favored nations” status to any person, or (3) obligates the Company or any of its Subsidiaries to purchase or obtain a minimum or specified amount of any product or service in excess of $1,000,000 in the aggregate, in each case that is applicable to the Company or any of its Subsidiaries or (B) prohibits the Company or any of its Subsidiaries from soliciting any customers or strategic partners; (vii) each Applicable any Contract providing under which the Company or any of its Subsidiaries has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness (excluding, for payments the avoidance of doubt, any intercompany arrangements solely between or among the Company or any of its Subsidiaries), (B) granted a Lien on its assets or group of assets, whether tangible or intangible, to or by secure any person or entity based on salesIndebtedness, purchases, or profits, (C) extended credit to any Person (other than direct payments for goodsContracts involving immaterial advances made to an employee of the Company or any of its Subsidiaries in the Ordinary Course of Business) or (D) granted a material performance bond, letter of credit or any other similar instrument, in each case, in excess of $500,000; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstandingContract with any Governmental Authority; (ix) each Applicable Contract entered into with a Related Party (other than in the ordinary course of business that contains Company Benefit Plans or provides Contracts for an express undertaking compensation for services performed by any a Related Party as director, officer, service provider or employee of the Company or any of its Subsidiaries and its subsidiaries to be responsible amounts reimbursable for consequential damagesroutine travel and other business expenses in the Ordinary Course of Business); (x) each Applicable Contract for capital expenditures in excess relating to the acquisition or disposition of $25,000any business (whether by merger, sale of stock, sale of assets or otherwise); (xi) each written warrantyany Contract establishing any joint venture, guarantystrategic alliance, and partnership or other similar undertaking with respect to contractual performance extended by collaboration; (xii) any Contract involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute under which the Company or any of the Company and its subsidiaries other than in the ordinary course of businessSubsidiaries has any ongoing obligations (either monetary or non-monetary); and (xiixiii) each amendmentany Contract which grants any Person a right of first refusal, supplementright of first offer or similar right with respect to any properties, and modification (whether oral assets or written) in respect businesses of the Company or any of its Subsidiaries. (b) True and correct copies of each Significant Contract that are in effect as of the foregoingdate hereof or which have any material ongoing obligations binding on the Company or any of its Subsidiaries have been delivered to or made available to HTP. Each Significant Contract is in full force and effect and represent the legal, valid and binding obligations of the parties thereto and is enforceable in accordance with their terms and conditions, subject to the Enforceability Exceptions. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party to any such Significant Contract is in breach of or in default under any Significant Contract. Neither the Company nor any of its Subsidiaries has received any written claim or notice of breach of or default under any Significant Contract, and, to the knowledge of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a breach of or a default under any Significant Contract by the Company or any Subsidiary of the Company party thereto or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both). No party to any Significant Contract has exercised termination rights with respect thereto or has indicated in writing that it intends to terminate or materially modify its relationship with the Company or any of its Subsidiaries.

Contracts; No Defaults. Seller has made or will make available to Purchaser copies of the Material Contracts. Schedule 3(v) attached hereto contains 3.10 sets forth a complete and accurate list, and list of the Company has made available to the Purchaser true and complete copies, of: following Contracts: (i) each Applicable Contract (as defined below) all Contracts that involves performance have an aggregate annual value or result in an aggregate annual expense of services or delivery of goods or materials of an amount or value in excess of at least $25,000; 250,000; (ii) each Applicable Contract any agreement that was not entered into grants a right of first refusal with respect to the purchase or sale of a capital asset of an Acquired Entity or an equity interest in an Acquired Entity; (iii) any agreement relating to the borrowing or lending of money other than advances to employees to cover business expenses in the ordinary course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year); business; (iv) each any joint ventureventure contract, partnership, and other Applicable Contract (however named) involving partnership contract or similar contract evidencing an ownership interest or a participation in or sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entity; ; (v) each Applicable Contract containing covenants any guaranty, contribution agreement or other agreement that in includes any way purport to restrict material indemnification or contribution obligation; (vi) any agreement (including any non-competition agreement) limiting the business activity ability of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing Acquired Entity to engage in any line of business or to compete in business with any person Person or entity; (vi) each employment or consulting agreement of restricting the Company geographical area in which such Acquired Entity may engage in any business; and its subsidiaries; (vii) each Applicable Contract providing for payments to any employment, consulting, management, severance or by any person indemnification contract or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures agreement with annual obligations in excess of $25,000; 100,000. Seller has provided or will provide Purchaser true and correct copies of all agreements with any individual known by any Acquired Entity to be a physician or an immediate family member of a physician, or with an entity known by any Acquired Entity to be owned by a physician or an immediate family member of a physician (xitogether with the contracts referenced in (i)-(vii) each written warrantyabove, guaranty, and other similar undertaking the "Material Contracts"). All of the Material Contracts are with respect to contractual performance extended by the Acquired Entities, and, to Seller's Knowledge, with respect to all other parties thereto, valid and binding obligations, are in full force and effect in accordance with their terms. Except as set forth in Schedule 3.10, there is not, under any of the Company Material Contracts, any existing default, event of default or other event which, with or without due notice or lapse of time or both, would constitute a default or event of default on the part of any Acquired Entity, except such defaults, events of default and its subsidiaries other than in the ordinary course of business; and (xii) each amendmentevents as to which requisite waivers or consents have been obtained or would not reasonably be expected to cause a Material Adverse Effect. To Seller's knowledge, supplement, and modification (whether oral or written) in respect of no party to any of the foregoingMaterial Contracts intends to cancel, terminate or exercise any option under any of such Material Contracts.

Contracts; No Defaults. Schedule 3(v3(w) attached hereto contains a complete and accurate list, and the Company has made available to the Purchaser true and complete copies, of: (i) 1. each Applicable Contract (as defined below) that involves performance of services or delivery of goods or materials of an amount or value in excess of $25,000; (ii) 2. each Applicable Contract that was not entered into in the ordinary course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) 3. each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year); (iv) 4. each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entity; (v) 5. each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) 6. each employment or consulting agreement of the Company and its subsidiaries; (vii) 7. each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) 8. each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) 9. each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) 10. each Applicable Contract for capital expenditures in excess of $25,000; (xi) 11. each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of business; and (xii) 12. each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. As used in this Agreement, "Contract" means any agreement, contract, obligation, promise, or undertaking (whether written or oral and whether express or implied) that is legally binding; "Applicable Contract" means any Contract (a) under which any of the Company or its subsidiaries has or may acquire any rights, (b) under which any of the Company or its subsidiaries has or may become subject to any obligation or liability, or (c) by which any of the Company or its subsidiaries or any of the assets owned or used by it is or may become bound. Except as set forth in Schedule 3(w) attached hereto, (i) each of the Company and its subsidiaries is, and has been, in material compliance with all applicable terms and requirements of each Contract under which such company has or had any obligation or liability or by which such company or any of the assets owned or used by such company is or was bound; (ii) each other person or entity that has or had any obligation or liability under any Contract under which any of the Company and its subsidiaries has or had any rights is, and has been, in material compliance with all applicable terms and requirements of such Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give any of the Company and its subsidiaries or other person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) none of the Company and its subsidiaries has given to or received from any other person or entity any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 3(w) attached hereto, there are no renegotiation of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of the Company and its subsidiaries under current or completed Contracts with any person or entity and, to the Knowledge of the Company, no such person or entity has made written demand for such renegotiation. The Contracts relating to the sale, design, or provision of products or services by the Company or any of its subsidiaries have been entered into in the ordinary course of business and have been entered into without the commission of any act alone or in concert with any other person or entity, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. Schedule 3(v(a) attached hereto Section 4.12(a) of the Company Disclosure Letter contains a complete and accurate listlist of all Contracts described in clauses (i) through (xiv) of this Section 4.12(a) to which, and as of the date of this Agreement, the Company has or any of its Subsidiaries is a party other than the Company Benefit Plans (all such Contracts as described in clauses (i) through (xiv), collectively, the “Specified Contracts”). True, correct and complete copies of the Specified Contracts have been made available to the Purchaser true and complete copies, of:SPAC. (i) each Applicable Each Contract with any of the top ten vendors (as defined below) that involves performance of services or delivery of goods or materials of an amount or value in excess of $25,000calculated based on the aggregate consideration paid by the Company and its Subsidiaries thereto for the calendar year ended December 31, 2020); (ii) each Applicable Each Contract relating to Indebtedness having an outstanding principal amount in excess of $1,000,000; (iii) Each Contract that was not is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof, in each case, involving payments in excess of $500,000 and with respect to which there are any material ongoing obligations; (iv) Each joint venture (other than Contracts between wholly-owned Subsidiaries of the Company) that is material to the business of the Company and its Subsidiaries, taken as a whole; (v) Each Contract requiring capital expenditures in a single transaction for the Company or any of its Subsidiaries after the date of this Agreement in an amount in excess of $1,000,000; (vi) Each material license or other material agreement under which the Company or any of its Subsidiaries (x) is a licensee with respect to any item of material Licensed Intellectual Property (excluding click-wrap and shrink-wrap licenses and licenses for off-the-shelf software and other software that is commercially available on standard terms to the public generally and open source licenses), (y) is a licensor or otherwise grants to a third party any rights to use any item of material Owned Intellectual Property, in each case, other than non-exclusive licenses or sublicenses granted in the ordinary course of business, or (z) is a party and that otherwise materially affects the Company’s or its Subsidiaries’ ownership of or ability to use, register, license or enforce any material Owned Intellectual Property (including concurrent use agreements, settlement agreements and consent to use agreements but other than licenses excluded under clause (x) above); (vii) Each collective bargaining agreement or other labor Contract with any labor union, labor organization or works council or any arrangement with an employer organization (each a “CBA”); (viii) Each Contract which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company and its Subsidiaries, taken as a whole; (ix) Each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority pursuant to which the Company or any of its Subsidiaries will have any material outstanding obligation after the date of this Agreement; (x) Each Affiliate Agreement; (xi) Each Contract containing covenants of the Company or any of its Subsidiaries (A) prohibiting or limiting the right of the Company or any of its Subsidiaries to engage in or compete with any Person that would reasonably be expected to be material to the Company and its Subsidiaries (taken as a whole) or (B) prohibiting or restricting the Company’s and its Subsidiaries’ ability to conduct their business with any Person in any geographic area in any material respect, except, in each case, as provided for in the Franchise Agreements; (xii) Each Contract that contains any exclusivity, “most favored nation,” minimum use or supply requirements or similar covenants, except, in each case, as provided for in the Franchise Agreements; (xiii) Each Contract entered into primarily for the purpose of interest rate or foreign currency hedging; and (xiv) Each Contract that relates to the acquisition or disposition of any Equity Securities in, or assets or properties of, the Company or any of its Subsidiaries (whether by merger, sale of stock, sale of assets, license or otherwise) pursuant to which (A) payment obligations by or to the Company or any of its Subsidiaries remain outstanding or (B) any earn-out, deferred or contingent payment obligations remain outstanding (excluding acquisitions or dispositions in the ordinary course of business consistent with past practice or of assets that are obsolete, worn out, surplus or no longer used in the conduct of the Company’s business). (b) Except (x) to the extent that any Specified Contract or Company Lease expires, terminates or is not cancelable renewed following the date of this Agreement upon the expiration of the stated term thereof, and (y) for such failures to be legal, valid and binding or to be in full force and effect as would not have a Material Adverse Effect, each Specified Contract and Company Lease is (i) in full force and effect and (ii) represents the legal, valid and binding obligations of the Company or one or more of its Subsidiaries party thereto and, to the Knowledge of the Company, represents the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. Except where the occurrence of such breach or default or failure to perform would not have a Material Adverse Effect, (x) the Company and its Subsidiaries have performed in all respects all respective obligations required to be performed by them to date under the Specified Contracts and the Company Leases and neither the Company, the Company’s Subsidiaries, nor, to the Knowledge of the Company, any other party thereto is in breach of or default under any Specified Contract or Company Lease, (y) during the last twelve (12) months, neither the Company nor any of its Subsidiaries has received any written claim or written notice of termination or breach of or default under any Specified Contract or Company Lease, and (z) to the Knowledge of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a breach of or a default under any Specified Contract or Company Lease by the Company or a subsidiary its Subsidiaries or, to the Knowledge of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest inCompany, any real other party thereto (in each case, with or personal property (except personal property leases and installment and conditional sales agreements having a value per item without notice or aggregate payments lapse of less than $5,000 and with terms of less than one yeartime or both); (iv) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entity; (v) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of business; and (xii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.

Contracts; No Defaults. Schedule 3(v(a) attached hereto Part 3.20(a) contains a an accurate and complete and accurate list, and the Company Seller has made available delivered to Buyer (or attached to the Purchaser true Disclosure Schedule as required herein) accurate and complete copies, of: (i) backlog lists of Seller, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule; (ii) to the extent not listed on Part 3.20 (a) from Section 3.20(a)(i) above, each Applicable Seller Contract (as defined below) that involves performance of services or delivery of goods or materials by or to Seller of an amount or value in excess of twenty-five thousand ($25,000) dollars; (iiiii) each Applicable Seller Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of the Company or its subsidiaries Seller in excess of ten ($5,00010,000) dollars; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Seller Contract affecting the ownership of, leasing of, title to, use of, of or any leasehold or other interest in, 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 twenty-five thousand ($5,000 25,000) dollars and with terms a term of less than one year); (ivv) each joint ventureSeller Contract with any labor union or other employee representative of a group of employees relating to wages, partnership, hours and other Applicable conditions of employment; (vi) each Seller Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by the Company or any of its subsidiaries Seller with any other person or entityPerson; (vvii) each Applicable Seller Contract containing covenants that in any way purport to restrict the business Business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing Seller to engage in any line of business or to compete with any person or entityPerson; (viviii) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Seller Contract providing for payments to or by any person or entity Person based on sales, purchases, purchases or profits, other than direct payments for goods; (viiiix) each power of attorney executed by any of the Company and its subsidiaries Seller that is currently effective and outstanding; (ixx) each Applicable Seller Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by any of the Company and its subsidiaries Seller to be responsible for consequential damages; (xxi) each Applicable Seller Contract for capital expenditures in excess of twenty thousand ($25,00020,000) dollars; (xixii) each Seller Contract not denominated in U.S. dollars; (xiii) each written warranty, guaranty, and guaranty and/or other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries Seller other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiv) each amendment, supplement, supplement and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Part 3.20(b), no member of Seller has or may acquire any rights under, and no member of Seller has or may become subject to any obligation or liability under, any Contract that relates to the Business or any of the Assets. (c) Except as set forth in Part 3.20(c): (i) each Seller Contract identified or required to be identified in Part 3.20 (a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date; (ii) each Seller Contract identified or required to be identified in Part 3.20(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Seller Contract identified or required to be identified in Part 3.20(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, assets or condition of Seller or the Business to be conducted by Buyer with the Assets. (d) Except as set forth in Part 3.20(d): (i) Seller is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of each Seller Contract which is being assumed by Buyer except where any noncompliance would not have a Material Adverse Effect; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to Buyer is, and at all times since December 31, 1999, has been, in compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) constitutes a Breach of, or give Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyer; (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since December 31, 1999, any notice regarding any actual, alleged, possible or potential violation or Breach of, or default under, any Contract which is being assigned to or assumed by Buyer. (e) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract relating to the sale, design, manufacture or provision of products or services by Seller has been entered into in the Ordinary Course of Business and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (g) No penalty or premium will be imposed upon Buyer for any prepayment of any amount due and/or outstanding under the Line of Credit or any Seller Contract assumed by Buyer at Closing.

Contracts; No Defaults. (a) Subject to restrictions on the disclosure of confidential information, Schedule 3(v) attached hereto 2.5 contains a list of all Contracts described in clauses (i) through (ix) below to which Seller is a party, other than any such Contract (a) which will be terminated at or prior to the Closing or (b) as to which neither Purchaser nor any of its Subsidiaries will have any liability following the Closing, to the extent that such Contracts relate to the operation of the Business. True, correct and complete and accurate list, and the Company has copies of contracts referred to in clauses (i)-(ix) below have been delivered to or made available to the Purchaser true and complete copies, of:or its agents or representatives. (i) each Applicable Each Contract (as defined below) that involves providing for the performance of services or the delivery of goods and/or materials by or materials to Seller entered into outside the ordinary course of an amount business of Seller and which provides for consideration to be furnished to or by Seller of value in excess of $25,000250,000 in any one year; (ii) each Applicable Contract that was not entered into in the ordinary course Each note, debenture, other evidence of business indebtedness, guarantee, loan, credit or is not cancelable by the Company financing agreement or a subsidiary of the Company with no penalty upon advance notice of 30 days instrument or less and that involves expenditures other contract for money borrowed, including any agreement or receipts of the Company commitment for future loans, credit or its subsidiaries in excess of $5,000financing; (iii) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or agreement involving aggregate payments in excess of less than $5,000 and with terms of less than 250,000 in any one year); (iv) each joint ventureEach material licensing agreement or other Contract with respect to patents, partnershiptrademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of Intellectual Property, other than customary employee, vendor and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entitynon-disclosure agreements; (v) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries Each joint venture agreement, partnership agreement or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entitylimited liability company agreement; (vi) each employment Each Contract that limits the right of Seller to compete in any industry or consulting agreement of the Company and its subsidiariesgeographic area; (vii) each Applicable Each Contract providing for payments which obligates Seller to clean-up or by remediate any person or entity based on sales, purchases, or profits, other than direct payments for goods;environmental contaminants; and (viii) each power Each Contract relating to the acquisition or disposition by Seller of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding;material business. (ixb) each Applicable Contract entered into Except as set forth on Schedule 2.5, (i) the Contracts listed pursuant to Section 2.5(a) hereof are in full force and effect, (ii) such Contracts are enforceable against Seller and, to the knowledge of Seller, the other than in parties thereto, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject to general principles of equity and (iii) no condition exists or event has occurred which, with notice or lapse of time or both, would constitute a default by Seller under the ordinary course Contracts listed pursuant to paragraph (a) of business that contains this Section 2.5, or, to the knowledge of Seller, any other party thereto, except where the occurrence of such event or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of business; and (xii) each amendment, supplement, and modification (whether oral or written) in respect existence of any such condition would not have a material adverse effect on the business, operations or financial condition of the foregoingSeller.

Contracts; No Defaults. Schedule 3(v(a) attached hereto contains Except for the Leases and Company Benefit Plans set forth on Section 5.13(a) of the Company Disclosure Letter, Section 5.12(a) of the Company Disclosure Letter sets forth a complete and accurate listlist of all of the following Contracts to which, and as of the date of this Agreement, the Company has made available to the Purchaser true and complete copies, ofand/or any of its Subsidiaries is a party or is otherwise bound: (i) each Applicable Contract (as defined below) that involves performance of services or delivery of goods or materials of an amount or value in excess of $25,000Contracts with any Material Supplier; (ii) each Applicable Contract that was not entered into (A) requires aggregate future payments to the Company and its Subsidiaries in the ordinary course excess of business or $1,000,000 in any calendar year and is not cancelable terminable by the Company or a subsidiary of the Company counterparty with no penalty upon advance notice of 30 days or less more than one hundred and that involves expenditures or receipts of twenty (120) days’ notice, and (B) grants to any Person (other than the Company or its subsidiaries Subsidiaries) (1) any “most favored nation” provisions or other price guarantees for a period greater than one (1) year with respect to such payments described in excess of $5,000clause (A), or (2) material non-competition, non-solicitation or no-hire provisions imposed on the Company or its Subsidiaries; (iii) each lease(x) Contracts entered into during the one (1) year period prior to the date hereof with respect to mergers, rental acquisitions or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, sales of any Person or any leasehold or other 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 $5,000 and with terms of less than one year); (iv) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities material business unit thereof by the Company or any of its subsidiaries with Subsidiaries other than such Contracts solely between the Company and its wholly owned Subsidiaries (each an “M&A Contract”), or (y) M&A Contracts (whether or not entered into during the one (1) year period prior to the date hereof) pursuant to which the Company or any other person of its Subsidiaries have any ongoing material obligations or entityliabilities, including deferred purchase price payments, earn-out payments or indemnification obligations; (iv) Contracts establishing or relating to (x) partnerships or (y) joint ventures, in each case, that are material to the Company and its Subsidiaries, taken as a whole (excluding, in the case of clause (x), any wholly owned Subsidiaries of the Company); (v) each Applicable Contract containing covenants that in any way purport with Governmental Authorities requiring aggregate future payments by or to restrict the business activity of any of the Company and its subsidiaries or any affiliate Subsidiaries in excess of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage $1,000,000 in any line of business or to compete with any person or entitycalendar year; (vi) each employment Contracts for indebtedness for borrowed money or consulting any guarantee thereof, including any mortgage, indenture, note, installment obligation or other instrument or agreement of related thereto, except any such Contract (A) with an aggregate outstanding principal amount not exceeding $1,000,000 or (B) solely between or among the Company and its subsidiarieswholly owned Subsidiaries; (vii) each Applicable Contract providing for payments Contracts that relate to the settlement or by final disposition of any person Action pursuant to which the Company or entity based on sales, purchases, any of its Subsidiaries has material ongoing obligations or profits, other than direct payments for goodsliabilities; (viii) each power material Contract to which the Company or any of attorney executed its Subsidiaries is a party whereby the Company or any of its Subsidiaries has granted any Person any license under or rights in or to use any material Owned Intellectual Property or whereby the Company or any of its Subsidiaries is granted a license to or rights in or to use any material Intellectual Property (excluding, solely for purposes of the second and third sentences of Section 5.12(b), (A) non-exclusive licenses granted by any or to customers in the ordinary course of business, (B) licenses to open source software, (C) nondisclosure agreements, (D) invention assignment agreements with current and former employees, consultants, and independent contractors of the Company and its subsidiaries Subsidiaries, (E) employment agreements with any current or former employee, (F) licenses in respect of commercially available off-the-shelf software and (G) non-exclusive licenses that is currently effective are merely incidental to the transaction contemplated in such license, including: (i) a sales or marketing Contract that includes an incidental license to use the trademarks of the Company for the purposes of advertising and outstandingselling the Company services during the term of and in accordance with such Contract; and (ii) a Contract to purchase or lease equipment, such as a photocopier, computer, or mobile phone that also contains a license of Intellectual Property); (ix) each Applicable Contract entered into other than in the ordinary course of business Affiliate Agreement, excluding those that contains are employee confidentiality and invention assignment agreements, equity or provides for an express undertaking by any incentive equity documents, Governing Documents, employment agreements, Contracts set forth under Section 5.12(a)(x) or Section 5.13(a) of the Company Disclosure Letter and its subsidiaries offer letters for at-will employment set forth on Section 5.13(a) of the Company Disclosure Letter (provided, that each such excluded Affiliate Agreement has been made available to be responsible for consequential damagesAcquiror); (x) employment, severance, consulting, and similar Contracts with each Applicable Contract current executive, officer, director or current employee of the Company or its Subsidiaries providing for capital expenditures an annual base salary in excess of $25,000250,000 (excluding Contracts for at-will employment that are terminable without any liability to the Company or any of its Subsidiaries); (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of businessGovernment Contract; and (xii) each amendment, supplement, and modification (whether oral employee collective bargaining agreement or written) in respect of similar Contract between the Company or any of the foregoingCompany’s Subsidiaries, on the one hand, and any labor union or other body representing employees of the Company or any of the Company’s Subsidiaries, on the other hand. (b) All of the foregoing Contracts set forth or required to be set forth on Section 5.12(a) of the Company Disclosure Letter, including all amendments, supplements and modifications thereto, are collectively referred to as “Material Contracts”. The Company has furnished or otherwise made available to Acquiror true, complete and correct copies of all Material Contracts. Each Material Contract sets forth the entire agreement and understanding between the Company and/or its Subsidiaries and the other parties thereto. Each Material Contract is legal, valid, binding and in full force and effect (subject only to the Enforceability Exceptions and assuming such Material Contract is a valid and legally binding obligation of the counterparty thereto). None of the Company, its Subsidiaries nor, to the knowledge of the Company, any other party thereto is in default or violation of any Material Contract in any material respect. There is no event or condition that exists that constitutes or, with or without notice or the passage of time or both, would constitute any such default or violation in any material respect by the Company, its Subsidiaries or, to the knowledge of the Company, any other party thereto, or give rise to any acceleration of any obligation or loss of rights or any right of termination of a Material Contract. Since January 1, 2020, neither the Company nor any of its Subsidiaries has received any notice or request, in each case, in writing, from or on behalf of any other party to a Material Contract to terminate, cancel or not renew such Material Contract, or to renegotiate any material term thereof that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or alleging or disputing any breach or default under such Material Contract.

Contracts; No Defaults. (a) Schedule 3(v4.12(a) attached hereto contains sets forth a true, correct and complete and accurate list, and list of all Contracts described in clauses (i) through (xxii) below to which the Company has or any of its Subsidiaries is a party or by which or any of their respective properties or assets is bound or affected or pursuant to which the Company or any of its Subsidiaries is an obligor or beneficiary (other than Company Benefit Plans and Contracts relating to insurance policies set forth on Schedule 4.17). True, correct and complete copies of the Contracts listed on Schedule 4.12(a), including all written amendments, modifications and supplements to or waivers thereunder, have been made available in the electronic data room to the Purchaser true and complete copies, of:Industrea or its representatives. (i) each Applicable Each Contract (as defined belowother than (x) that involves performance of services purchase orders with suppliers or delivery of goods or materials of an amount or value in excess of $25,000; (ii) each Applicable Contract that was not customers entered into in the ordinary course of business and (y) Contracts of the type (without giving effect to dollar thresholds) described in other clauses of this Section 4.12(a)) that the Company reasonably anticipates will involve annual payments or is not cancelable consideration furnished by or to the Company or any of its Subsidiaries of more than $1,000,000 annually; (ii) Each mortgage, note, debenture, other evidence of indebtedness, guarantee, loan, credit or financing agreement or instrument or other contract for money borrowed by the Company or a subsidiary any of the Company with no penalty upon advance notice of 30 days its Subsidiaries or less and security agreement or other Contract or instrument that involves expenditures or receipts grant any Lien on any material asset of the Company or any of its subsidiaries in excess of $5,000Subsidiaries; (iii) Each Contract (A) for the acquisition of any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiaries (other than in the ordinary course of business), in each case, involving payments in excess of $1,000,000, other than Contracts in which the applicable acquisition or disposition has been consummated and there are no material obligations ongoing and (B) for the acquisition of any property or Person or any business division thereof with amounts owing as deferred purchase price, including all seller notes and “earn-out” payments; (iv) Each lease, rental or occupancy agreement, real property license, installment and or conditional sale agreementagreement or other Contract that, and other Applicable Contract affecting in each case, provides for the ownership, leasing or occupancy of any Leased Real Property or Owned Real Property with annual required payments in excess of $100,000; (v) Each lease or sublease of any personal property, or that otherwise affects the ownership of, leasing of, title to, or use of, or any leasehold or other interest in, any real or personal property (except other than leases or subleases for personal property leases and installment and conditional sales agreements having a value per item or aggregate with annual required payments of less than $5,000 and with terms of less than one year100,000); (ivvi) each Each joint ventureventure Contract, partnershippartnership Contract, and limited liability company Contract, strategic alliance Contract or other Applicable Contract (however named) with a third party involving a any joint conduct or sharing of any business, venture or enterprise or sharing of profits, losses, costs, costs or liabilities pursuant to which the Company or any of its Subsidiaries has any ownership interest in any other Person (in each case, other than with respect to wholly owned Subsidiaries of the Company); (vii) Each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $200,000; (viii) Each Contract containing covenants expressly limiting in any material respect the freedom of the Company or any of its Subsidiaries to compete with any Person in a product line or line of business or to operate in any geographic area; (ix) Each Contract pursuant to which the Company or any of its Subsidiaries licenses or otherwise grants a right to any Person to (A) manufacture or reproduce any products, services or technology of the Company or its Subsidiaries or (B) sell or distribute any products, services or technology of the Company or its Subsidiaries; (x) Each Contract granting to any person (other than the Company) an option or a first-refusal, first-offer or similar preferential right to purchase or acquire any material assets of the Company or any of its Subsidiaries; (xi) Each Contract granting any “most favored nations” or similar rights; (xii) Each Contract relating to the development, registration, ownership or enforcement of any Intellectual Property that is material to the business of the Company or any of its Subsidiaries; (xiii) Each Contract pursuant to which the Company or any of its Subsidiaries licenses material Intellectual Property from or to a third party, other than (A) click-wrap, shrink-wrap and off-the-shelf software licenses, and any other software licenses that are available on standard terms to the public generally with license, maintenance and support fees less than $10,000 per year and (B) nonexclusive licenses granted by the Company or any of its subsidiaries with any other person or entity; (v) each Applicable Contract containing covenants that in any way purport Subsidiaries to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than customers in the ordinary course of business that contains consistent with past practice; (xiv) Each Contract for financial management services, financial advisory services or other similar financial consulting services; (xv) Each Contract which provides for an express undertaking by a loan or advance of any amount to any director or officer of the Company or any of its Subsidiaries, other than advances for travel and its subsidiaries to be responsible for consequential damagesother appropriate business expenses in the ordinary course of business; (xxvi) each Applicable Contract for capital expenditures in excess Each power of $25,000attorney granted by or on behalf of the Company or any of its Subsidiaries; (xixvii) each written Each warranty, guarantyindemnification, and guaranty or other similar undertaking with respect to contractual performance extended by the Company or any of the Company and its subsidiaries Subsidiaries other than in the ordinary course of business; provided, that the “ordinary course of business” shall include such warranties, guaranties or other similar undertakings as may be extended in connection with concrete pumping and concrete waste disposal, containment and recycling services performed by the Company and its Subsidiaries as well as sales of spare parts and inventory; (xviii) Each Contract which involves payments based, in whole or in part, on profits, revenues, fee income or other financial performance measures of the Company or any of its Subsidiaries; (xix) Each employment, severance, retention, or independent contractor Contract with any employee or independent contractor pursuant to which such employee or independent contractor is eligible to receive annual cash compensation in excess of $100,000; (xx) Each collective bargaining agreement, works council, agreement, or other similar Contract with any labor union or employee representatives; (xxi) Each settlement agreement with respect to any pending or threatened Action entered into within twelve (12) months prior to the date of this Agreement, other than (A) releases entered into with former employees or independent contractors of the Company or any of its Subsidiaries in the ordinary course of business in connection with routine cessation of such employee’s or independent contractor’s employment with or retention by the Company or any of its Subsidiaries or (B) settlement agreements for cash only (which has been paid) and does not exceed $250,000 as to such settlement; (xxii) Each Contract for a charitable or political contribution; and (xiixxiii) each amendmentEach Contract for the purchase or supply of gasoline or fuel requiring annual payments in excess of $200,000. (b) Except as set forth on Schedule 4.12(b) all of the Contracts set forth on Schedule 4.12(a) are (i) in full force and effect, supplementsubject to the Remedies Exception, and modification (whether oral ii) represent the valid and binding obligations of the Company or writtenits applicable Subsidiaries party thereto and, to the knowledge of the Company, represent the valid and binding obligations of the other parties thereto. Except as set forth on Schedule 4.12(b), and except, in each case, where the occurrence of such breach or default would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (x) in respect of neither the Company nor any of its Subsidiaries nor, to the foregoingknowledge of the Company, any other party thereto is in material breach of or material default under any such Contract, (y), neither the Company nor any of its Subsidiaries has received any claim or notice of material breach of or material default under any such Contract, and (z) to the knowledge of the Company, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract (in each case, with or without notice or lapse of time or both).

Contracts; No Defaults. (a) Schedule 3(v) attached hereto contains a complete and accurate list, and the Company has made available to the Purchaser true and complete copies, of:4.24 (i) each Applicable Contract (as defined below) that involves contract or arrangement currently in effect involving performance of services or delivery of goods or materials by the Company or any of its Subsidiaries of an amount or value in any fiscal year in excess of $25,0005,000,000; (ii) each Applicable Contract that was not note, debenture, other evidence of indebtedness, guarantee, loan, letter of credit, surety bond or financing agreement or instrument or other contract for money borrowed, including any agreement or commitment for future loans, credit or financing entered into in the ordinary course of business or is not cancelable by the Company or a subsidiary any of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries Subsidiaries evidencing Indebtedness in excess of $5,000500,000, individually or in the aggregate; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract contract or arrangement affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate involving payments in any fiscal year in excess of less than $5,000 and with terms of less than one year)500,000; (iv) each joint venturelicensing agreement or other agreement with respect to any material Propriety Right; (v) each collective bargaining agreement or other agreement to or with any labor union or other employee representative of a group of employees relating to wages, partnership, hours and other Applicable Contract conditions of employment; (vi) each joint venture agreement, partnership agreement, or limited liability company agreement or other agreement (however named) involving a sharing of profits, losses, costs, costs or liabilities by the Company or any of its subsidiaries Subsidiaries with any other person or entityPerson; (vvii) each Applicable Contract agreement that commits capital expenditures after the date hereof in an amount in excess of $500,000; (viii) each written warranty, guaranty or other similar undertaking with respect to contractual performance of a third person extended by the Company or any of its Subsidiaries other than in the ordinary course of business; (ix) each contract containing covenants that which in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of the Company or any of its Subsidiaries or any Affiliate of the Company and its subsidiaries or any affiliate of the foregoing Subsidiary to engage in any line of business business, other than the Business (other than leases that limit the operations or activities of the Company, any of its Subsidiaries or any Affiliate of the Company or any Subsidiary at specific facilities), or to compete with any person or entity;Person; and (vix) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract material contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by the Company or any of the Company and its subsidiaries Subsidiaries to be responsible for consequential damages;. (xb) Schedule 4.24(a) sets forth the parties to the Contracts, the name of ---------------- the Contract and the date thereof. True and correct copies of each Applicable written Contract for capital expenditures in excess of $25,000;have been made available to the Purchasers. (xic) Except as set forth on Schedule 4.24(c), each written warrantyof the Contracts listed ---------------- on Schedule 4.24 (a) (i) is in full force and effect, guaranty(ii) represents the ---------------- legally, valid and other similar undertaking with respect to contractual performance extended by any binding obligations of the Company or the Subsidiary of the Company party thereto and is enforceable against the Company or such Subsidiary in accordance with its subsidiaries terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally and general equitable principles), and (iii) to the Knowledge of the Company, represent the legally, valid and binding obligations of the other than parties thereto and are enforceable against such parties in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally and general equitable principles). Except as set forth on Schedule 4.24(c), and to the ---------------- Knowledge of the Company, no condition exists or event has occurred which, with notice or lapse of time or both, would constitute a material default or a basis for force majeure or the claim of excusable delay or nonperformance under such Contracts. (d) Except as set forth on Schedule 4.24(d), there are no renegotiations ---------------- of, or, to the Knowledge of the Company, threats to renegotiate any material amounts paid or payable to the Company or any of its Subsidiaries under the Contracts, with any Person having the contractual or statutory right to demand or require such renegotiation. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any written demand for such renegotiation in respect of any such Contract. Except as set forth on Schedule -------- 4.24(d), no customer has delivered written notice to the Company asserting that ------- any material adjustments are required to the terms of any Contracts. (e) Except as specifically noted on Schedule 4.6, no notice, consent or ------------ approval of any party to any Contract is required in connection with the transactions contemplated hereby. (f) Except as set forth on Schedule 4.24(f), neither the Company nor any of ---------------- its Subsidiaries has committed any act or omission which would result in, and there has been, to the Knowledge of the Company, no occurrence which would give rise to, any material product liability or liability for breach of warranty on the part of the Company or any of its Subsidiaries not fully covered by the Company's insurance or assumed by a third party who the Company reasonably believes has adequate resources to pay such claims (excluding costs of administering supplier warranty programs incurred in the ordinary course of business; and (xii) each amendment, supplement, and modification (whether oral or written) in respect other than liabilities the claims relating to which have been barred by the applicable statute of any of the foregoinglimitations.

Contracts; No Defaults. (a) Schedule 3(v3.17(a) attached hereto contains a complete and accurate list, and the Company has made available Sellers --------------- have delivered to the Purchaser Buyer true and complete copies, of: of each of the Assigned Contracts other than Assigned Contracts (ia) each Applicable Contract (as defined below) that involves involving performance of services or delivery of goods or materials by a Seller in the ordinary course of its business of an amount or value not in excess of $25,00050,000, (b) involving performance of services or delivery of goods or materials to a Seller in the ordinary course of its business of an amount or value not in excess of $50,000 or (c) that are terminable by a Seller at its discretion, without penalty, upon no more than thirty (30) days' notice. (b) Except as set forth on Schedule 3.17(b): --------------- (i) neither Parent nor GPX (and no Related Person of Parent or GPX) has or may acquire any rights under any Assigned Contract; and (ii) no employee of any Seller is bound by any Contract that purports to limit the ability of such employee to (A) engage in or continue any conduct, activity or practice relating to the business of any Seller, or (B) assign to any Seller or to any other Person any rights to any invention, improvement or discovery. (c) Except as set forth on Schedule 3.17(c), each Assigned Contract is in ---------------- full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth on Schedule 3.17(d): ---------------- (i) each Seller is in compliance in all material respects with all applicable terms and requirements of each Assigned Contract under which such Seller has or had any obligation or liability or by which such Seller or any of the assets owned or used by such Seller is or was bound; (ii) to the Knowledge of Sellers, each Applicable other Person that has or had any obligation or liability under any Assigned Contract under which a Seller has or had any rights is in compliance in all material respects with all applicable terms and requirements of such Assigned Contract; (iii) to the Knowledge of Sellers, no event has occurred or circumstance exists that was not (with or without notice or lapse of time) may contravene, conflict with or result in a violation or breach of, or give any Seller or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Assigned Contract; and (iv) no Seller has given to, or received from any other Person, any written notice or other written communication regarding any actual, alleged, possible or potential violation or breach of, or default under, any Assigned Contract. (e) To the Knowledge of Sellers, there are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to any Seller under current or completed Contracts with any Person and no such Person has made written demand for such renegotiation. (f) The Assigned Contracts relating to the sale, design, manufacture or provision of products or services by Sellers have been entered into in the ordinary course of business and have been entered into without the commission of any act alone or is not cancelable by the Company or a subsidiary of the Company in concert with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and any other Applicable Contract affecting the ownership of, leasing of, title to, use ofPerson, or any leasehold consideration having been paid or other interest inpromised, any real that is or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $5,000 and with terms of less than one year); (iv) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entity; (v) each Applicable Contract containing covenants that would be in any way purport to restrict the business activity violation of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of business; and (xii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoingLegal Requirement.

Contracts; No Defaults. Schedule 3(v(a) attached hereto The Disclosure Letter contains a complete and accurate list, and the Company has made available to the Purchaser true and complete copies, list of: (i) each Applicable Contract (as defined below) that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $25,000250,000; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $250,000; (iii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000250,000; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 250,000 and with terms of less than one year); (ivv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entityPerson; (vvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of the Company or any Affiliate of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of the Company and its subsidiaries; (viiviii) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiiix) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ixx) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (xxi) each Applicable Contract for capital expenditures in excess of $25,000250,000; (xixii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in the Disclosure Letter: (i) neither Seller (and no Related Person of either Seller) has or may acquire any rights under, and neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company; and (ii) to the Knowledge of Sellers and the Company, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in the Disclosure Letter, each Contract identified or required to be identified in the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in the Disclosure Letter: (i) the Company is, and at all times since January 1, 1995 has been, in full compliance with all applicable terms and requirements of each Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound; (ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and at all times since January 1, 1995 has been, in full compliance with all applicable terms and requirements of such Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) the Company has not given to or received from any other Person, at any time since January 1, 1995, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts with any Person and, to the Knowledge of Sellers and the Company, no such Person has made written demand for such renegotiation. (f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Schedule 3(v4.13(a) attached hereto contains a complete and accurate listlisting of all Contracts described in clauses (i) through (xiii) below to which, and as of the date hereof, the Company has or one or more of its Subsidiaries is a party or by which any of their respective assets or properties are bound. True, correct and complete copies of the Contracts listed or required to be listed on Schedule 4.13(a) have been provided to or made available to the Purchaser true and complete copies, of:Acquiror or its Representatives. (i) each Applicable any Contract with an employee or independent contractor of the Company or any of its Subsidiaries who resides primarily in the United States which, upon the consummation of the transactions contemplated by this Agreement, will (as defined beloweither alone or upon the occurrence of any additional acts or events) that involves performance result in any material payment or benefits (whether of services severance pay or delivery otherwise) becoming due, or the acceleration or vesting of goods any rights to any material payment or materials benefits, from the Company or any of an amount or value in excess of $25,000its Subsidiaries; (ii) each Applicable employment, severance, retention, change in control or other Contract that was not (excluding customary form offer letters and other standard form agreements entered into in the ordinary course of business business) with any employee or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts other individual independent contractor of the Company or any of its subsidiaries in excess Subsidiaries who receives annual base cash salary of $5,000150,000 or more; (iii) each lease, rental or occupancy collective bargaining agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year); (iv) each joint venture, partnership, and other Applicable any Contract (however named) involving a sharing pursuant to which the Company or any of profits, losses, costs, or liabilities its Subsidiaries licenses material Intellectual Property owned by the Company or any of its subsidiaries with Subsidiaries to any Person or licenses Intellectual Property from any Person that is material to the business of the Company and its Subsidiaries, taken as a whole, in each case, other than (A) click-wrap, shrink-wrap or similar licenses and (B) any other person or entitylicenses for Software that is commercially available on reasonable terms to the public generally with license, maintenance, support and other fees of less than $25,000 per year; (v) each Applicable any Contract containing covenants that restricts in any way purport to restrict material respect, or contains any material limitations on, the business activity of any ability of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing Subsidiaries to engage compete in any line of business or to compete with any person Person or entityin any geographic territory; (vi) each employment or consulting agreement of any Contract under which the Company or any of its Subsidiaries has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness, (B) granted a Lien on its assets, whether tangible or intangible, to secure any Indebtedness or (C) extended credit to any Person (other than (1) intercompany loans and its subsidiariesadvances and (2) customer payment terms in the ordinary course of business), in each case in this clause (C), in an amount in excess of $150,000 of committed credit; (vii) each Applicable Contract providing for payments to entered into in connection with a completed material acquisition or disposition by the Company or any of its Subsidiaries since January 1, 2019 of any Person or any business organization, division or business of any Person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such Person, division or business or by any person or entity based on sales, purchases, or profits, other than direct payments for goodsmanner); (viii) any Contract with outstanding obligations for the sale or purchase of personal property, fixed assets or real estate having a value individually, with respect to all sales or purchases thereunder, in excess of $150,000 or, together with all related Contracts, in excess of $250,000, in each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into case, other than (A) sales or purchases in the ordinary course of business that contains consistent with past practice and (B) sales of obsolete equipment; (ix) any Contract under which the Company or provides for an express undertaking its Subsidiaries is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $150,000; (x) any Contract not disclosed pursuant to any other clause under this Section 4.13(a) and the performance of which requires either (A) annual payments to or from the Company or its Subsidiaries in excess of $150,000 or (B) aggregate payments to or from any the Company or its Subsidiaries in excess of $250,000 over the life of the agreement and, in each case, which are not terminable by the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice; (xi) any Contract with any Governmental Authority; (xii) other than any offer letter or employment agreement set forth on Schedule 4.14(a), any Contract between the Company or any of its Subsidiaries, on the one hand, and any of Company Stockholders, on the other hand, that will not be terminated at or prior to the Closing; and (xiii) any Contract establishing any joint venture, partnership, strategic alliance or other collaboration that is material to the business of the Company and its subsidiaries to be responsible for consequential damages;Subsidiaries, taken as a whole. (xb) each Applicable Except for any Contract for capital expenditures in excess that has terminated or will terminate upon the expiration of $25,000; (xi) each written warrantythe stated term thereof prior to the Closing Date, guaranty, and other similar undertaking with respect to contractual performance extended by any Contract of the type described in Section 4.13(a), whether or not set forth on Schedule 4.13(a), (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Company or its Subsidiaries party thereto and, to the knowledge of the Company, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the Company, are enforceable by the Company or its subsidiaries Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other than laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the ordinary course Company, its Subsidiaries or, to the knowledge of business; and the Company, any other party thereto is in material breach of or material default under (xiior would be in material breach of or material default under but for the existence of a cure period) any such Contract, (iii) since January 1, 2019, neither the Company nor any of its Subsidiaries has received any written or, to the knowledge of the Company, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of the Company, no event has occurred that, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto (in each amendmentcase, supplementwith or without notice or lapse of time or both), and modification (whether oral or writtenv) in respect of since January 1, 2019, neither the Company nor any of the foregoingits Subsidiaries has received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (i) Schedule 3(v6(m) attached hereto of the Disclosure Schedule contains a complete and an accurate list, and the Company has made available delivered to Purchaser accurate and complete copies of, each of the following contracts, agreements, instruments, leases, subleases, licenses, deeds, mortgages, purchase orders, commitments, arrangements or undertakings, written or oral (“Contracts”), to which or by the Company is a party or otherwise bound that relates to the Purchaser true and complete copies, ofassets or operation of the Business: (iA) each Applicable Contract (as defined below) that involves performance relating to the acquisition or divestiture of services equity securities, assets or delivery business of goods or materials of an amount or value in excess of $25,000; (ii) each Applicable Contract that was not entered into in the ordinary course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year); (iv) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entity; (v) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (viB) each Contract for the employment of any officer, individual employee or other person on a full-time or consulting agreement of the Company and its subsidiariesbasis (other than Contracts for at will employment that are not in writing); (viiC) each Applicable Contract providing agreement, promissory note, indenture, mortgage or security agreement relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien or other Encumbrance on any portion of the assets of the Company; (D) each guaranty of any obligation for payments to borrowed money; (E) each lease or agreement under which the Company is lessee of, or holds or operates any personal property owned by any other person or entity based on sales, purchases, or profits, other than direct payments for goodsgeneral office equipment or other immaterial personal property used in the Business; (viiiF) each power of attorney executed by any of lease or agreement under which the Company and its subsidiaries that is currently effective and outstandinglessor of or permits any third party to hold or operate any property, real or personal; (ixG) each Applicable Contract entered into for the purchase of products or services other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than purchase orders executed in the ordinary course of business; (H) each Contract for the sale of products or services other than purchase orders executed in the ordinary course of business; (I) each agency, distributor, sales representative, franchise or similar agreement to which the Company is a party; (J) each Contract between the Company and any of its shareholders, directors, officers, employees and affiliates; (K) each Contract which expressly prohibits the Company from freely engaging in business anywhere in the world; or (L) each Contract entered into outside of the ordinary course of business, consistent with past practices. (ii) Except as set forth on Schedule 6(m): (A) each Contract is a valid, binding and enforceable agreement against the Company and, to Sellers’ knowledge, the other parties thereto in accordance with their terms (subject to bankruptcy, reorganization, receivership and other laws affecting creditors’ rights generally and general principles of equity); (B) no consent, authorization or approval is required under any Contract in connection with the consummation of the transactions contemplated by this Agreement; (C) the Company is not in material breach of or in material default under the terms of any Contract; (D) to Sellers’ knowledge, no condition exists or event has occurred that with or without notice or the passage of time or both, would constitute a material breach of or a material default under any Contract by the Company; (E) to Sellers’ knowledge, no other party to any such Contract has breached any material provision or is in material default under any Contract (F) the Company has not given or received, at any time since December 31, 2010, any notice or other communication (whether written or oral) regarding any actual, alleged or potential violation or breach of, or default under, any of the Contracts; and (xiiG) each amendment, supplement, and modification (whether oral or written) in respect there are no pending renegotiations of any of the foregoingContracts and the Company has not received written notice from, and the Company has no knowledge that a party to any Contract intends to, terminate, cancel or materially change the terms of, any such Contract. (iii) Except as set forth on Schedule 6(d) or Schedule 6(m), and any Contracts between the Company, Company Subsidiaries and any Sellers or B’Prod SARL, the continuation, validity and effectiveness of each material Contract will not be affected by the consummation of the transactions contemplated by this Agreement.

Contracts; No Defaults. (a) Schedule 3(v5.13(a) attached hereto contains a complete and accurate listlisting of all Contracts described in clauses (i) through (xvii) below to which, and as of the date of this Agreement or as of the date specified (if applicable), the Company has or any of its Subsidiaries is a party. True and correct copies of the Contracts listed on Schedule 5.13(a) have been delivered to or made available to the Purchaser true and complete copies, ofMonocle or its agents or representatives: (i) each Applicable employment Contract (as defined below) with any officer of the Company or one of its Subsidiaries that involves performance of services or delivery of goods or materials of an amount or value provides for annual base compensation in excess of $25,000200,000; (ii) each Applicable employee collective bargaining Contract (a “Labor Contract”); (iii) any Contract with a customer or vendor (other than purchase or service orders accepted, confirmed or entered into in the ordinary course of business) listed on Schedule 5.25; (iv) (A) any Contract under which the Company or any of its Subsidiaries has granted to a third party any license under Intellectual Property owned by and material to the Company or any of its Subsidiaries, other than non-exclusive licenses granted in the ordinary course of business consistent with past practice, or (B) any Contract pursuant to which the Company or any of its Subsidiaries licenses from a third party Intellectual Property, other than (x) shrink-wrap, click-wrap and off-the-shelf software licenses, and (y) any other licenses of software that are commercially available to the public generally, with one-time or annual license, maintenance, support and other fees less than $100,000; (v) any Contract that was (A) contains a covenant not to compete in any line of business or solicit persons for employment (other than non-disclosure agreements, confidentiality agreements entered into in the ordinary course of business), (B) grants exclusive or preferential rights or “most favored nations” status to any person, or (C) obligates the Company or any of its Subsidiaries to purchase or obtain a minimum or specified amount of any product or service in excess of $100,000 in the aggregate, in each case that is applicable to the Company or any of its Subsidiaries; (vi) any Contract with any Governmental Authority; (vii) any Contract under which the Company or any of its Subsidiaries has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for money borrowed (excluding, for the avoidance of doubt, any intercompany arrangements solely between or among the Company or any of its Subsidiaries), (B) granted a Lien on its assets, whether tangible or intangible, to secure any indebtedness for money borrowed, or (C) extended credit to any Person (other than (I) intercompany loans and advances and (II) customer payment terms in the ordinary course of business consistent with past practice); (viii) any Contract authorizing the Company or any of its Subsidiaries to manufacture parts pursuant to a PMA granted by the FAA (including any manufacturing license agreement with an original equipment manufacturer) or pursuant to which the Company or any of its Subsidiaries licenses to other entities the right to produce products under the authority of a STC held by the Company or any of its Subsidiaries; (ix) any Affiliate Agreement; (x) each Contract relating to any currently planned business acquisition by the Company or any of its Subsidiaries or any completed business acquisition since January 1, 2016; (xi) as of the date that is two (2) Business Days prior to the date hereof, each Contract pursuant to which the Company or any of its Subsidiaries leases any aircraft or aircraft engine; provided, that the Company has not, since the date that is two (2) Business Days prior to the date hereof, entered into a Contract pursuant to which the Company or any of its Subsidiaries leases any aircraft or aircraft engine outside of the ordinary course of business consistent with past practice; (xii) any Contract establishing any joint venture, strategic alliance, partnership or other collaboration; (xiii) any Contract entered into since July 1, 2016 involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute under which the Company or any of its Subsidiaries has any material ongoing obligations (either monetary or non-monetary); (xiv) any Contract which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company; (xv) any Contract providing for indemnification by the Company or any of its Subsidiaries of any Person except for Contracts entered into in the ordinary course of business or consistent with past practice the primary purpose of which is not cancelable by indemnification and which such indemnification obligations would not reasonably be expected to be material to the Company or and its Subsidiaries, taken as a subsidiary whole; (xvi) any Contract of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the (other than any Company or its subsidiaries Benefit Plan) involving aggregate consideration in excess of $5,000;500,000 per year and which cannot be cancelled or terminated by the Company without penalty or without more than 90 days’ notice; and (iiixvii) each lease, rental any Contract that relates to the acquisition or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, disposition of any equity interests in or any leasehold assets or other 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 properties of less than $5,000 and with terms of less than one year); (iv) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person Subsidiaries (whether by merger, sale of stock, sale of assets or entity; otherwise) pursuant to which (vA) each Applicable Contract containing covenants that in any way purport payment obligations by or to restrict the business activity of Company or any of the Company and its subsidiaries Subsidiaries remain outstanding or (B) any affiliate earn-out, indemnification, deferred or contingent payment obligations remain outstanding (excluding acquisitions or dispositions of the foregoing supplies, inventory, merchandise or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than products in the ordinary course of business consistent with past practice or of supplies, inventory, merchandise, products, properties or other assets that contains are obsolete, worn out, surplus or provides for an express undertaking by any no longer used or useful in the conduct of the Company’s business). (b) Except as set forth on Schedule 5.13(b), (i) as of the date of this Agreement, all of the Contracts listed pursuant to Section 5.13(a) are in full force and effect and represent the legal, valid and binding obligations of the Company or one of its Subsidiaries party thereto and, to the knowledge of the Company, represent the legal, valid and its subsidiaries binding obligations of the other parties thereto, except in each case as the same may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to be responsible for consequential damages; enforceability, to general principles of equity, (xii) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any none of the Company and or any of its subsidiaries Subsidiaries is as of the date of this Agreement in material breach of or material default under any such Contract, (iii) other than past due payments in an amount less than or equal to $300,000, as of the ordinary course date of business; and this Agreement and to the knowledge of the Company, no other party to any such Contract is in material breach of or material default under such Contract, (xiiiv) each amendmentas of the date of this Agreement, supplementneither the Company nor any of its Subsidiaries has received any written claim or notice of material breach of or material default under any such Contract, and modification (whether oral v) no event has occurred which individually or written) together with other events, would reasonably be expected to result in respect a material breach of or a material default under any such Contract by the Company or any Subsidiary of the foregoingCompany party thereto (in each case, with or without notice or lapse of time or both, and excluding the effects of consummation of the Second Merger on the Credit Documents).

Contracts; No Defaults. (a) Part 2.16(a) of the Company Disclosure Schedule 3(v) attached hereto contains lists as of the date hereof, and, except to the extent filed in full without redaction as an exhibit to a complete and accurate listFiled Company SEC Report, and the Company has made available to Parent copies of each Acquired Corporation Contract and other instrument or document (including any amendment to any of the Purchaser true and complete copies, of:foregoing): (i) each Applicable Contract described in paragraphs (as defined belowb)(3), (b)(4), (b)(9) that involves performance or (b)(10) of services or delivery Item 601 of goods or materials Regulation S-K of an amount or value in excess of $25,000the SEC; (ii) each Applicable Contract that was with any director, executive officer or Affiliate of the Company; (iii) evidencing, governing or relating to indebtedness for borrowed money in excess of $500,000, (iv) not entered into in the ordinary course Ordinary Course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and Business that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year); (iv) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entity1,000,000; (v) each Applicable Contract containing covenants that in any way purport purports to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries Acquired Corporation or any affiliate of the foregoing their affiliates to engage in any line of business or to compete with any person Person or entityin any geographic area or to hire or retain any Person; (vi) each employment or consulting agreement of the Company and its subsidiariesthat is a Benefit Plan; (vii) each Applicable Contract providing for payments to indemnification of any officer, director or by any person or entity based on sales, purchases, or profits, other than direct payments for goodsemployee; (viii) each power (A) relating to the acquisition, issuance, voting, registration, sale or transfer of attorney executed by any securities other than under the Company Stock Plans or ESPP, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing any of the Acquired Corporations with any right of first refusal with respect to, or right to repurchase or redeem, any securities, except for Contracts evidencing Company and its subsidiaries that is currently effective and outstandingOptions. Company RSU Awards or employment Contracts entered into in the Ordinary Course of Business which contemplate the issuance of Company Options or Company RSU Awards; (ix) each Applicable Contract entered into other than in the ordinary course of business requiring that contains or provides for an express undertaking by any of the Company and its subsidiaries Acquired Corporations give any notice or provide any information to be responsible for consequential damages;any Person prior to considering or accepting any Acquisition Proposal or similar proposal, or prior to entering into any discussions, agreement, arrangement or understanding relating to any Acquisition Transaction or similar transaction; and (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking that is a contract with respect to contractual performance extended by any of the Company 10 largest customers or the 10 largest suppliers of the Acquired Corporations, taken as a whole, as determined on a consolidated basis by dollar volume of sales to such customers or purchases from such suppliers, respectively, in each case during the nine months ended September 29, 2007. Each of the foregoing is a “Material Contract.” (b) Each Material Contract is valid and its subsidiaries other than in full force and effect. (c) (i) None of the Acquired Corporations has violated or breached, or committed any default under, any Acquired Corporation Contract, except for violations, breaches and defaults that, individually or in the ordinary course of businessaggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations, taken as a whole; and , to the Knowledge of the Company, no other Person has violated or breached, or committed any default under, any Acquired Corporation Contract, except for violations, breaches and defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations, taken as a whole; (xiiii) each amendmentto the Knowledge of the Company, supplementno event has occurred, and modification no circumstance or condition exists, that (whether oral with or writtenwithout notice or lapse of time) will or would reasonably be expected to, (A) result in respect a violation or breach of any of the foregoingprovisions of any Acquired Corporation Contract, (B) give any Person the right to declare a default or exercise any remedy under any Acquired Corporation Contract, (C) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Acquired Corporation Contract, (D) give any Person the right to accelerate the maturity or performance of any Acquired Corporation Contract, (E) result in the disclosure, release or delivery of any Acquired Corporation Source Code, or (F) give any Person the right to cancel, terminate or modify any Acquired Corporation Contract, except in each such case for defaults, acceleration rights, termination rights and other rights that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations, taken as a whole; and (iii) since September 29, 2007, none of the Acquired Corporations has received any notice or other communication regarding any actual or possible violation or breach of, or default under, any Acquired Corporation Contract, except in each such case for defaults, acceleration rights, termination rights and other rights that have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations, taken as a whole.

Contracts; No Defaults. (a) Schedule 3(v) 3.12 attached hereto contains a listing of all Contracts described in clauses (i) through (xi) below to which, as of the date of this Agreement, any Company is a party, true, correct and complete and accurate list, and the Company has copies of which have been previously made available to the Purchaser true Acquiror, including all amendments and complete copies, of:modifications thereto. (i) each Applicable Each Contract (as defined belowother than (x) that involves performance of services or delivery of goods or materials of an amount or value in excess of $25,000; (ii) each Applicable Contract that was not purchase orders entered into in the ordinary course of business or is not cancelable by the Company or a subsidiary and (y) Contracts of the type (without giving effect to dollar thresholds) described in other clauses of this Section 3.12(a)) that Sellers reasonably anticipate will involve aggregate payments or consideration furnished by or to any Company with no penalty upon advance notice of 30 days more than $1,000,000 in any calendar year; (ii) Each note, debenture, other evidence of Indebtedness, guarantee, loan, credit or financing agreement or instrument or other Contract for money borrowed or other Indebtedness, or security agreement or other Contract relating to the mortgaging, pledging or otherwise granting of a Lien (including pursuant to any credit support or similar obligation), including any agreement or commitment for future loans, credit or financing or Liens, in each case other than obligations under capital lease agreements of less and that involves expenditures or receipts of the Company or its subsidiaries in excess of than $5,000250,000; (iii) Each Contract for the acquisition of any Person or any business unit thereof or the disposition of any material assets of any Company (other than sales of inventory in the ordinary course of business), in each case, involving payments in excess of $1,000,000, other than Contracts in which the applicable acquisition or disposition has been consummated and there are no material obligations ongoing; (iv) Each lease, rental or occupancy agreement, license, installment and or conditional sale agreement, and agreement or other Applicable Contract affecting that (x) provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in, in any real or personal property and (except personal property leases and installment and conditional sales agreements having a value per item or y) involves aggregate payments in excess of less than $5,000 and with terms of less than one 1,000,000 in any calendar year); (iv) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entity; (v) each Applicable Each joint venture agreement, partnership agreement or limited liability company agreement; (vi) Each Contract containing covenants that requiring capital expenditures after the date of this Agreement in an amount in excess of $1,000,000 in any way purport to restrict calendar year; (vii) Each Contract expressly prohibiting or restricting in any material respect the business activity ability of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business business, to operate in any geographical area or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goodsPerson; (viii) each power of attorney executed by any of Each material license agreement under which the Company and its subsidiaries that is currently effective and outstandinga licensor or licensee of any material Intellectual Property (excluding licenses in respect of commercially available “off-the-shelf software”); (ix) each Applicable Each Contract entered into under which it has advanced or loaned monies to any other Person or otherwise agreed to advance, loan or invest any funds (other than in advances to the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than Companies’ employees in the ordinary course of business), in each case other than obligations under capital lease agreements of less than $250,000; (x) Each Contract that is a collective bargaining agreement or any other agreement with any labor organization; and (xiixi) each amendmentAny Contract that is a settlement, supplementconciliation or similar agreement with any Governmental Authority or pursuant to which, after the date of this Agreement, any Company would reasonably be expected to be required to make payments in excess of $1,000,000 in the aggregate. (b) Except as set forth on Schedule 3.12(b) attached hereto, all of the Contracts listed or required to be listed pursuant to Section 3.12(a) (collectively, “Material Contracts”) (i) are in full force and effect (subject to expiring in accordance with their terms) and (ii) represent the legal, valid and binding obligations of and are enforceable against the Company party thereto and, to the knowledge of Sellers, represent the legal, valid and binding obligations of and are enforceable against the other parties thereto, in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Except as set forth on Schedule 3.12(b) attached hereto, (x) none of the Companies nor, to the knowledge of Sellers, any other party thereto is in material breach of or material default under, or has failed to perform any material obligations required to be performed by it under, any Material Contract, (y) as of the date hereof, no Company has received any written claim or notice of material breach of or material default under any Material Contract, and (z) to the knowledge of Sellers, no event has occurred, which individually or together with other events, would reasonably be expected to result in a material breach of, a material default under or permit the termination, modification (whether oral or written) in respect acceleration of any material obligation under, any Material Contract (in each case, with or without notice or lapse of time or both). (c) The Business (as presently conducted and as presently proposed to be conducted) does not violate, conflict with or breach the foregoingnon-compete and similar provisions of any Contract set forth on Schedule 3.12(c) attached hereto.

Contracts; No Defaults. (a) Schedule 3(v3.13(a) attached hereto contains a complete and accurate list, and listing of all Contracts (other than any Contract that is an Employee Plan or a Real Property Lease) described in clauses (i) through (xix) below to which the Company has or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their assets is bound as of the date hereof. True, correct and complete copies of Contracts referred to in clauses (i) through (xviii) below have been delivered to or made available to the Purchaser true and complete copies, of:Acquiror or its agents or representatives. (i) each Applicable any Contract (as defined below) concerning a partnership or joint venture or similar arrangement that involves performance of services or delivery of goods or materials of an amount or value is currently in excess of $25,000place; (ii) each Applicable any collective bargaining agreement or other Contract with a labor organization, labor management council or other employee representative relating to employees of the Company or any of its Subsidiaries; (iii) any Contract relating to the acquisition or disposition of any business or assets outside of the Ordinary Course of Business (whether by merger, sale/purchase of stock, sale/purchase of substantial assets or otherwise) entered into since January 1, 2013 or which contains outstanding earn-out or other similar contingent payment obligations; (iv) any Contract pursuant to which the Company or any of its Subsidiaries incurred a continuing obligation to pay amounts in respect of indemnification obligations outside the Ordinary Course of Business; (v) Contracts (other than inter-company Contracts between the Company and any of its Subsidiaries) relating to the incurrence or guarantee of Indebtedness or the making of any loan or advance; (vi) any Contract that was not entered into (i) restricts the ability of the Company or any of its Subsidiaries to freely engage or compete in the ordinary course any line of business or is not cancelable by with any Person anywhere in the world or (ii) contains exclusivity or exclusive dealing obligations or “most favoured nation” pricing obligations; (vii) any Contract that requires any member of the Company Group to purchase all or substantially all of its requirements for a particular product or service from a specific vendor or supplier or to make periodic minimum purchases of a particular product or service from a specific vendor or supplier; (viii) each Contract pursuant to which (i) the Company or any of its Subsidiaries grants to a subsidiary third Person a license to any Owned Intellectual Property (other than non-exclusive licenses granted to customers or end users in the Ordinary Course of Business) or (ii) a third Person grants to the Company or any of its Subsidiaries a license to use any Intellectual Property (other than license agreements for commercially available Software); (ix) any material settlement, conciliation, or similar agreement with no penalty upon advance notice any Governmental Authority or pursuant to which the Company or any of 30 days its Subsidiaries is obligated to pay any consideration after the date of this Agreement; (x) any Contract between the Company or less any of its Subsidiaries, on the one hand, and that involves expenditures any Affiliate, officer, member, director, executive employee or receipts equityholder (whether direct or indirect) of the Company or its subsidiaries Subsidiaries (other than the Company or any Subsidiary) or any of their Immediate Family members, on the other hand; (xi) other than Contracts covered by Section 3.13(a)(x), any Contract for the employment or engagement of any person on a full-time, part-time, consulting or other basis and providing for annual compensation in excess of $5,000200,000; (iiixii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable any Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year); (iv) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities capital expenditures by the Company or any of its subsidiaries with any other person or entitySubsidiaries in excess of $250,000; (vxiii) any hedging, swap, forward, future, interest rate, commodity or currency exchange agreement or similar hedging or derivative instrument; (xiv) any Contract with a Principal Customer or a Principal Supplier; (xv) any Contract granting to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any assets or securities of a member of the Company Group; (xvi) any Contract providing for payments or benefits upon a change of control of the Company Group or that would provide a counterparty with a right to terminate, or provide for any acceleration of any, or additional, benefits upon a change of control of the Company Group; (xvii) any Contract that is a settlement, conciliation or similar Contract that imposes any obligations upon the Company Group after the date of this Agreement in excess of $100,000; (xviii) any Contract that involves remaining payments to or from the Company Group in excess of $250,000 per annum or $500,000 in aggregate; and (xix) any Contract that has a remaining term of more than one (1) year from the date hereof and cannot be terminated by the Company Group without penalty on less than sixty (60) days’ notice. (b) As of the date hereof, all the Contracts required to be listed pursuant to Section 3.13(a) (the “Material Contracts”) are (i) in full force and effect (ii) represent the legal, valid and binding obligations of the Company or one of its Subsidiaries party thereto and, to the knowledge of the Company, represent the legal, valid and binding obligations of the other parties thereto. Except as set forth on Schedule 3.13(b), (A) neither the Company nor any of its Subsidiaries party thereto (with or without the lapse of time or the giving of notice, or both) is in breach of or default under, or in the past five years has materially breached or been in material default under, any such Material Contract, (B) to the Company’s knowledge, no other party to such Material Contract is (with or without the lapse of time or the giving of notice, or both) in breach of or default under, any such Material Contract, (C) neither the Company nor any of its Subsidiaries have received any claim or notice of a breach of or default under any such Material Contract, (D) to the knowledge of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a breach of or a default under, or permit the termination, modification or acceleration of, any such Material Contract (in each Applicable Contract containing covenants that in any way purport to restrict case, with or without notice or lapse of time or both), (E) no member of the business activity Company Group has received notice of an intention of any third party under any Material Contract to cancel, terminate or modify the terms of any such Material Contract, or accelerate the obligations of a member of the Company Group thereunder; except in each of clauses (A), (B), (C), (D) as would only have a de minimus effect on the Company and its subsidiaries Subsidiaries taken as a whole. (c) Neither the Company nor any of its Subsidiaries is, or in the past five (5) years has been, a party to any Government Contract. None of the Contracts to which the Company or a Subsidiary is a party includes any clauses, provisions or requirements incorporated expressly or by reference from the Federal Acquisition Regulation (“FAR”) or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of business; and (xii) each amendment, applicable U.S. Government agency supplement, and modification (whether oral or written) in respect included the U.S. Department of any of Defense Supplement to the foregoingFAR, as amended.

Contracts; No Defaults. Schedule 3(v(a) attached hereto contains a complete and accurate listExcept as set forth in Section 3.14(a) of the Disclosure Schedule, and neither the Company has made available nor any Subsidiary is a party to, beneficiary of, or otherwise entitled to the Purchaser true and complete copies, of:or bound by (as applicable): (i) any note, mortgage, indenture or other written obligation or agreement or other instrument for or relating to indebtedness for money borrowed (including capitalized lease obligations), or any written guarantee, pledge, surety or indemnification by the Company or any Subsidiary of third-party obligations, in each Applicable Contract (as defined below) that involves performance of services or delivery of goods or materials of case, excluding Securitization Instruments, and for an amount or value in excess of Five Hundred Thousand US Dollars ($25,000500,000) or pursuant to which any material Encumbrances are or were created or imposed on the Company or any Subsidiary or on any of their respective property or assets; (ii) each Applicable Contract any lease of personal property with annual lease payments of more than Five Hundred Thousand US Dollars ($500,000) or a total remaining obligation of more than One Million Five Hundred Thousand US Dollars ($1,500,000); (iii) any joint venture or partnership agreement; (iv) any non-competition, non-solicitation or exclusive dealing agreements or other agreements or arrangements that was not entered into restrict or limit or purport to restrict or limit in any material respect the ability of the Company or any of its Subsidiaries, or any officer, employee or independent contractor of the Company or any of its Subsidiaries, to solicit customers, potential employees or the manner in which, or the localities in which, all or any portion of the Business is or may be conducted; (v) other than dealer agreements, repossession agent agreements and auction house agreements in the ordinary course of business consistent with past practice, any agreement or is not cancelable by the Company or understanding with a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use ofvalue, or any leasehold calling for payments to be made or other 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 $5,000 and with terms of less than one year); (iv) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities received by the Company or any of its subsidiaries with Subsidiaries, of more than Five Hundred Thousand US Dollars ($500,000) within any other person or entity; (v) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entitytwelve month period; (vi) each employment any material agreement or consulting agreement understanding containing a "change of control" or anti-assignment provision that would be triggered by the Company and its subsidiariesTransactions; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than auction house agreements in the ordinary course of business that contains consistent with past practice, any agreement or provides understanding providing for an express undertaking by the acquisition or disposition after the date of this Agreement of any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures assets of the Business contemplating an exchange of value in excess of Five Hundred Thousand US Dollars ($25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of business500,000); and (xiiviii) each amendmentany other agreement or understanding that is material to the ownership or operation of the Business. (b) All of the agreements, supplementarrangements, understandings and other items responsive to Section 3.08 and Section 3.14(a) are at times referred to herein as "Material Contracts." Each Material Contract is a legal, valid and binding obligation of, and enforceable against, the Company and/or one of its Subsidiaries and, to the Knowledge of the Seller and the Company, the other parties thereto, and is in full force and effect and enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, and general equitable principles, and except for such failures to be in force and effect and enforceable as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. True and complete copies of all Material Contracts have been previously made available to the Purchaser. Except as set forth in Section 3.14(b) of the Disclosure Schedule, to the Knowledge of the Seller and the Company, there is no default or breach or written claim of default or breach by any party under, or dispute in writing regarding the material terms of, any such Material Contract, and no event has occurred which with the passage of time or the giving of notice or both would constitute a default or breach by any party under any such Material Contract or would permit termination, modification (whether oral or written) in respect acceleration of any such Material Contract or constitute a similar event permitting the termination of the foregoingCompany's or any Subsidiary's rights under any such Material Contract except for such events, breaches or defaults, as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

Contracts; No Defaults. Schedule 3(v(a) attached hereto Section 4.12(a) of the Company Disclosure Letter contains a complete and accurate listlisting of all Contracts described in clauses (i) through (xxiii) below to which, and as of the date of this Agreement, the Company has or any of the Company’s Subsidiaries is a party or by which they or their respective properties or assets are bound, other than a Company Benefit Plan. True, correct and complete copies of the Contracts listed on Section 4.12(a) of the Company Disclosure Letter have previously been delivered to or made available to the Purchaser true and complete copiesAcquiror or its agents or representatives, of:together with all amendments thereto. (i) each Applicable Any Contract (as defined below) that involves performance with any of services the Top Vendors or delivery of goods or materials of an amount or value in excess of $25,000Top Customers; (ii) Each mortgage, note, debenture, other evidence of Indebtedness (including but not limited to Existing Indebtedness), guarantee, pledge, loan, credit or financing agreement or instrument or other Contract for money borrowed by the Company or any of the Company’s Subsidiaries or pursuant to which a Lien has been placed on any material assets or properties (other than Company Intellectual Property) of the Company or any of its Subsidiaries, including any agreement or commitment for future loans, credit or financing; (iii) Each Contract for the acquisition of any property or Person or any business unit thereof or the disposition of any material assets of the Company or any of its Subsidiaries entered into or consummated in the last two (2) years, in each Applicable case, involving payments in excess of $500,000 other than Contracts in which the applicable acquisition or disposition has been consummated and there are no material obligations ongoing; (iv) Each Contract related to the formation, governance or operation of a joint venture, partnership or similar arrangement or the sharing of profits or revenues therefrom or pursuant to which the Company or any of its Subsidiaries has an ownership interest in any other Person (excluding any wholly owned Subsidiary of the Company); (v) Contracts (other than employment agreements, employee confidentiality and invention assignment agreements, equity or incentive equity documents that was not are Company Benefit Plans and Governing Documents) between the Company and its Subsidiaries, on the one hand, and Affiliates of the Company or any of the Company’s Subsidiaries (other than the Company or any of the Company’s Subsidiaries), the officers and managers (or equivalents) of the Company or any of the Company’s Subsidiaries, the members or stockholders of the Company or any of the Company’s Subsidiaries, any employee of the Company or any of the Company’s Subsidiaries or a member of the immediate family of the foregoing Persons, on the other hand (collectively, “Affiliate Agreements”) and to the Company’s knowledge, none of the officers, directors, managers or Affiliates of the Company or any of its Subsidiaries owns any asset or property (intellectual, real or personal) used in and material to the business of the Company and its Subsidiaries taken as a whole, except in its capacity as a security holder of the Company and/or its Subsidiaries. (vi) Contracts with each current officer, manager, director or current employee or worker of or consultant to the Company or its Subsidiaries that provide annual base compensation (excluding bonus and other benefits) in excess of $500,000; (vii) Contracts with any employee or consultant of the Company or any of the Company’s Subsidiaries that provide for change in control, retention or similar payments or benefits contingent upon, accelerated by or triggered by the consummation of the transactions contemplated hereby; (viii) Contracts containing covenants of the Company or any of the Company’s Subsidiaries (A) prohibiting or limiting the right of the Company or any of the Company’s Subsidiaries to engage in or compete with any Person in any line of business in any material respect or (B) prohibiting or restricting the Company’s or any of the Company’s Subsidiaries’ ability to conduct their business with any Person in any geographic area in any material respect; (ix) Any collective bargaining (or similar) agreement or Contract between the Company or any of the Company’s Subsidiaries, on one hand, and any labor union or other body representing employees of the Company or any of the Company’s Subsidiaries, on the other hand; (x) Each Contract pursuant to which the Company or any of the Company’s Subsidiaries grants a license, sublicense, right, consent or nonassertion under or with respect to any material Company Intellectual Property to any third Person (other than (A) non-exclusive, non-source code licenses granted in the ordinary course of business consistent with past practice, including to users of the Company’s platform or (B) non-exclusive licenses to service providers granted in the ordinary course of business consistent with past practice); (xi) Each Contract pursuant to which a third Person grants to the Company or any of the Company’s Subsidiaries a license, sublicense, right, consent or nonassertion under or with respect to any Intellectual Property that is material to the business of the Company and its Subsidiaries (other than (A) Contracts granting nonexclusive rights to use commercially available off-the-shelf Software or Software as a service offerings involving annual payment by the Company or such Subsidiary of no more than $500,000, and (B) licenses to open source software); (xii) Each Contract to which the Company or any of its Subsidiaries is party or bound that involves the creation, development, transfer, assignment, or ownership of any material Company Intellectual Property (other than employee or consultant confidentiality and invention assignment agreements entered into in the ordinary course of business or is not cancelable by the Company or a subsidiary of the Company consistent with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one yearpast practice); (ivxiii) each joint venture, partnership, and other Applicable Each Contract (however named) involving a sharing of profits, losses, costs, or liabilities reasonably expected to result in capital expenditures by the Company or any of its subsidiaries with the Company’s Subsidiaries after the date of this Agreement in an amount in excess of $500,000 in any other person or entitycalendar year; (vxiv) each Applicable Any Contract containing covenants that (A) grants to any third Person any “most favored nation rights”, or (B) grants to any third Person price guarantees and is reasonably expected to result in any way purport aggregate future payments to restrict the business activity of any of the Company and its subsidiaries Subsidiaries in excess of $750,000 in any calendar year; (xv) Contracts granting to any Person (other than the Company or its Subsidiaries) a right of first refusal, first offer or similar preferential right to purchase or acquire equity interests in, or lease, purchase or acquire any affiliate of material properties or assets of, the foregoing Company or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entityCompany’s Subsidiaries; (vixvi) each employment or consulting agreement of the Company and its subsidiariesany Contract with any Governmental Authority; (viixvii) each Applicable Contract providing for payments to Contracts under which the Company or any of its Subsidiaries is lessee of, or holds or operates any personal property owned by any person other party, for which the rental exceeds $750,000 in any calendar year; (xviii) Contracts under which the Company or entity based on salesany of its Subsidiaries is the lessor of or permits any third party to hold or operate any property, purchasesreal or personal, for which the rental paid by such third party exceeds $500,000 in any calendar year; (xix) Each Contract reasonably expected to result in capital expenditures by the Company or profitsany of the Company’s Subsidiaries after the date of this Agreement in an amount in excess of $1,000,000 in any calendar year; (xx) Contracts for third party services relating to the Leased Real Property, for which payment for such services exceed $500,000 in any calendar year; (xxi) settlement or coexistence agreements with respect to any pending or threatened action (a) entered into within twelve (12) months prior to the date of this Agreement, other than direct payments settlement agreements for goods; cash only (viiiwhich has been paid) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and does not exceed $250,000 as to such settlement or (b) with respect to which unsatisfied amounts or ongoing obligations remain outstanding; (ixxxii) each Applicable Contract entered into other than in documents required to be filed with the ordinary course of business that contains Proxy Statement / Registration Statement under applicable SEC requirements or provides for an express undertaking would otherwise be required to be filed by any of the Company and its subsidiaries as an exhibit for a Form S-1 pursuant to be responsible for consequential damages; Items 601(b)(1), (x2), (4), (9) each Applicable Contract for capital expenditures in excess or (10) of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of Regulation S-K under the Securities Act as if the Company and its subsidiaries other than in was the ordinary course of businessregistrant; and (xiixxiii) each amendmentany outstanding offer that, supplementif accepted, and modification (whether oral or written) in respect of would constitute any of the foregoing. (b) Except for any Contract that will terminate upon the expiration of the stated term thereof prior to the Closing Date, all of the Contracts listed pursuant to Section 4.12(a) in the Company Disclosure Letter are (i) in full force and effect and (ii) represent the legal, valid and binding obligations of the Company or the Subsidiary of the Company party thereto and, to the knowledge of the Company, represent the legal, valid and binding obligations of the counterparties thereto. The Company and its Subsidiaries have performed in all material respects all respective obligations required to be performed by them to date under such Contracts listed pursuant to Section 4.12(a) and neither the Company, the Company’s Subsidiaries, nor, to the knowledge of the Company, any other party thereto is in breach of or default under any such Contract. Neither the Company nor any of its Subsidiaries has received any written claim or written notice of termination or breach of or default under any such Contract. To the knowledge of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a material breach of or a default under any such Contract by the Company or its Subsidiaries or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both). No party to any such Contract that is a Top Vendor or Top Customer has, within the past 12 months, cancelled or terminated its business with, or, to the knowledge of the Company, threatened to cancel, terminate, materially limit or materially and adversely modify its business with, the Company or any of its Subsidiaries nor, to the knowledge of the Company, has any such Person as of the date of this Agreement otherwise been involved in or threatening a material dispute against the Company or its Subsidiaries or their respective businesses.

Contracts; No Defaults. Schedule 3(v(a) attached hereto Section 4.12(a) of the Company Disclosure Letter contains a complete and accurate listlisting of all Contracts described in clauses (i) through (xv) below to which, and as of the date of this Agreement, the Company has or any of the Company’s Subsidiaries is a party or by which they are bound, other than a Company Benefit Plan. True, correct and complete copies of the Contracts listed on Section 4.12(a) of the Company Disclosure Letter have previously been delivered to or made available to the Purchaser true and complete copiesSPAC or its agents or representatives, of:together with all amendments thereto. (i) each Applicable Any Contract (as defined below) that involves performance with any of services the Top Customers or delivery of goods or materials of an amount or value in excess of $25,000the Top Vendors; (ii) each Applicable Each note, debenture, Contract that was not entered into in the ordinary course or other evidence of business or is not cancelable by Indebtedness of the Company or a subsidiary any of the Company’s Subsidiaries, including any agreement or commitment for future loans, credit or financing, in each case, in excess of $500,000; (iii) Each Contract for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company with or any of its Subsidiaries in the last five (5) years, in each case, involving payments in excess of $500,000 other than Contracts in which the applicable acquisition or disposition has been consummated and there are no penalty upon advance notice of 30 days or less and that involves expenditures or receipts liabilities of the Company or its subsidiaries in excess Subsidiaries remaining or obligations of $5,000the Company or its Subsidiaries ongoing; (iiiiv) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting that provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in, in any real or tangible personal property (except personal property leases and installment and conditional sales agreements having a value per item or involves aggregate payments in excess of less than $5,000 and with terms of less than one 100,000 in any calendar year); (ivv) each Each Contract involving the formation of a joint venture, partnership, strategic alliance or limited liability company; (vi) Contracts (other than employment agreements, employee confidentiality and invention assignment agreements, equity or incentive equity documents, and the Company Articles, ordinary course directors’ and officer’ indemnification agreements and transfer pricing agreements) between the Company and its Subsidiaries, on the one hand, and Affiliates of the Company or any of the Company’s Subsidiaries (other than the Company or any of the Company’s Subsidiaries), the officers and managers (or equivalents) of the Company or any of the Company’s Subsidiaries, the members or shareholders of the Company or any of the Company’s Subsidiaries, any employee of the Company or any of the Company’s Subsidiaries or a member of the immediate family of the foregoing Persons, on the other hand (collectively, “Affiliate Agreements”); (vii) Contracts with each current employee or individual consultant or other individual service provider to the Company or its Subsidiaries that provide annual base compensation (excluding bonus and other Applicable benefits) in excess of $300,000; (viii) Contracts with any employee or consultant of the Company or any of the Company’s Subsidiaries that provide for change in control, retention or similar payments or benefits contingent upon, accelerated by or triggered by the consummation of the transactions contemplated hereby; (ix) Any collective bargaining (or similar) agreement or Contract between the Company or any of the Company’s Subsidiaries, on one hand, and any labor union, works council or other body representing employees of the Company or any of the Company’s Subsidiaries, on the other hand; (however namedx) involving Contracts (including license agreements, coexistence agreements, and agreements with covenants not to ▇▇▇) related to the use of Intellectual Property by or of the Company and its Subsidiaries that is material to the business of the Company and its Subsidiaries, taken as a sharing whole (other than nonexclusive licenses (i) to use commercially available off-the-shelf software on generally standard terms that have a replacement cost and annual license fee of profitsless than $500,000; (ii) granted by the Company or any Company Subsidiary in the ordinary course of business; (iii) granted to end users and service providers in the ordinary course of business, lossesincluding incidental trademark licenses ancillary to marketing, costsprinting or advertising Contracts); or (iv) Open Source Licenses; (xi) Contracts containing covenants of the Company or any of the Company’s Subsidiaries (A) prohibiting or limiting the right of the Company or any of the Company’s Subsidiaries to engage in or compete with any Person in any line of business in any material respect or (B) prohibiting or restricting the Company’s and the Company’s Subsidiaries’ ability to conduct their business with any Person in any geographic area in any material respect; (xii) Any Contract that (A) grants to any Person any preferred pricing, “most favored nation” or similar rights, (B) grant exclusivity to any Person in respect of any geographic location, any customer, or liabilities any product or service, (C) requires the purchase of all or a given portion of the Company’s or any Company Subsidiary’s requirements for products or services from any Person, or any other similar provision or (D) grants to any Person price guarantees for a period greater than one year from the date of this Agreement and requires aggregate future payments to the Company and its Subsidiaries in excess of $500,000 in any calendar year; (xiii) Contracts granting to any Person (other than the Company or its Subsidiaries) a right of first refusal, first offer or similar right to purchase or acquire exclusive rights or ownership with respect to any service, product or Intellectual Property of the Company or any of its Subsidiaries or to purchase or acquire equity interests in the Company or any of the Company’s Subsidiaries; (xiv) Contracts that (A) involve any capital commitment or capital expenditure of $500,000 (or the equivalent in other currencies) or more, in the aggregate, or (B) require performance by the Company or its Subsidiaries more than one year from the date hereof that, in each of the case of clauses (A) and (B), are not terminable by the Company or any of its subsidiaries with any other person Subsidiaries without premium or entity;penalty on notice of sixty (60) calendar days’ or less; and (vxv) Any outstanding written commitment to enter into any Contract of the type described in subsections (i) through (xiv) of this Section 4.12(a). (b) All of the Contracts required to be listed pursuant to Section 4.12(a) in the Company Disclosure Letter or set forth in Section 4.27 of the Company Disclosure Letter (the “Material Contracts”) are (i) in full force and effect and (ii) represent the legal, valid and binding obligations of the Company or the Subsidiary of the Company party thereto and, to the knowledge of the Company, represent the legal, valid and binding obligations of the counterparties thereto. Except, in each Applicable Contract containing covenants that in any way purport case, where the occurrence of such breach or default or failure to restrict the business activity of any of perform would not be material to the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on salesSubsidiaries, purchasestaken as a whole, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures neither the Company, the Company’s Subsidiaries, nor, to the knowledge of the Company, any other party thereto is in excess breach of $25,000; or material default under any such Material Contract, (xiy) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by neither the Company nor any of its Subsidiaries has received any written claim or notice of termination or breach of or default under any such Material Contract prior to the date hereof and (z) to the knowledge of the Company, as of the date hereof, no event has occurred which, individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Contract by the Company and or its subsidiaries other than in Subsidiaries or, to the ordinary course of business; and (xii) each amendment, supplement, and modification (whether oral or written) in respect of any knowledge of the foregoingCompany, any other party thereto (in each case, with or without notice or lapse of time or both).

Contracts; No Defaults. Schedule 3(v(a) attached hereto contains Except for the Leases, Section 7.12(a) of the Company Disclosure Letter sets forth a complete and accurate listlist of all of the following Contracts to which, and as of the date of this Agreement, the Company has made available to the Purchaser true and complete copies, ofor any of its Subsidiaries is a party or is otherwise bound: (i) each Applicable Contract that (as defined belowA) that involves performance of services or delivery of goods or materials of an amount or value the Company reasonably anticipates will involve aggregate payments to the Company and its Subsidiaries in excess of $25,000JPY 300,000,000 in any fiscal year, (B) the Company reasonably anticipates will involve aggregate payments by the Company and its Subsidiaries in excess of JPY 300,000,000, or (C) grants to any Person (other than the Company or its Subsidiaries) (1) any “most favored nation” provisions or other price guarantees for a period greater than one (1) year or (2) material non-competition, non-solicitation or no-hire provisions imposed on the Company or its Subsidiaries, other than no-hire provisions customarily included in service vendor contracts; (ii) (x) Contracts entered into during the one (1) year period prior to the date hereof with respect to mergers, acquisitions or sales of any Person or material business unit thereof by the Company or any of its Subsidiaries other than such Contracts between the Company and its Subsidiaries (each Applicable Contract an “M&A Contract”), or (y) M&A Contracts in which the Company or any of its Subsidiaries have any ongoing material obligations or liabilities, including deferred purchase price payments, earn-out payments or indemnification obligations; (iii) Contracts establishing (x) partnerships or (y) joint ventures, in each case, that was not are material to the Company and its Subsidiaries, taken as a whole (excluding, in the case of clause (x) any Subsidiaries of the Company); (iv) Contracts prohibiting or restricting in any material respect the ability the Company or its Subsidiaries to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person, in each case, in any material respect, other than customary restrictions with respect to the sale or delivery of products in certain geographical areas and non-solicitation and no-hire provisions, in each case, entered into in the ordinary course of business or is not cancelable by business; (v) each Contract with Governmental Authorities requiring aggregate future payments to the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries Subsidiaries in excess of $5,000JPY 300,000,000 in any fiscal year; (iiivi) each leaseContracts for indebtedness for borrowed money or any guarantee thereof, rental or occupancy agreementincluding any mortgage, licenseindenture, note, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold obligation or other interest ininstrument or agreement related thereto, except any real such Contract (A) with an aggregate outstanding principal amount not exceeding JPY 300,000,000 or personal property (except personal property leases B) between or among the Company and installment and conditional sales agreements having a value per item or aggregate payments of less than $5,000 and with terms of less than one year)its Subsidiaries; (ivvii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing Contracts that relate to the settlement or final disposition of profits, losses, costs, or liabilities by any material Action within the last year pursuant to which the Company or any of its subsidiaries with any other person Subsidiaries has ongoing obligations or entity; (v) liabilities, in each Applicable Contract containing covenants that case, in any way purport to restrict the business activity excess of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goodsJPY 100,000,000; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into material license or other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking material agreement with respect to contractual performance extended any item of material Intellectual Property (excluding (A) non-exclusive licenses granted by any of the Company and its subsidiaries other than or to customers or vendors in the ordinary course of business, (B) licenses to open source software, (C) nondisclosure agreements, (D) invention assignment agreements with current and former employees, consultants, and independent contractors of the Company and its Subsidiaries, (E) inbound non-exclusive licenses in respect of commercially available off-the-shelf software having a replacement cost of less than JPY 50,000,000, and (F) non-exclusive licenses that are merely incidental to the transaction contemplated in such license, including: (i) a sales or marketing Contract that includes an incidental non-exclusive license to use the trademarks of the Company for the purposes of advertising and selling the Company services during the term of and in accordance with such Contract; and (ii) a Contract to purchase or lease equipment, such as a photocopier, computer, or mobile phone that also contains a license of Intellectual Property); (ix) any Contract that is a currency or interest hedging arrangement; and (xiix) each amendmentContracts with any officer, supplementdirector, and modification manager, stockholder, member of an Affiliate of the Company, any of its Subsidiaries or any of their respective relatives or Affiliates (whether oral other than the Company or written) in respect of any of the foregoingCompany’s Subsidiaries) (excluding Governing Documents). (b) All of the foregoing set forth in Section 7.12(a) of the Company Disclosure Letter, including all amendments and modifications thereto, are sometimes collectively referred to as “Material Contracts.” The Company has furnished or otherwise made available to Thunder Bridge true, complete and correct copies of all Material Contracts. Each Material Contract sets forth the entire agreement and understanding between the Company or its Subsidiaries and the other parties thereto. Each Material Contract is valid, binding and in full force and effect (subject to the Enforceability Exceptions and assuming such Material Contract is a valid and legally binding obligation of the counterparty thereto). None of the Company, its Subsidiaries nor, to the knowledge of the Company, any other party thereto is in default or violation of any Material Contract in any material respect. There is no event or condition that exists that constitutes or, with or without notice or the passage of time or both, would constitute any such default or violation by the Company, its Subsidiaries or, to the knowledge of the Company, any other party thereto, or give rise to any acceleration of any obligation or loss of rights or any right of termination of a Material Contract. Since March 31, 2020, neither the Company nor any of its Subsidiaries has received any notice or request, in each case, in writing, on behalf of any other party to a Material Contract to terminate, cancel or not renew such Material Contract, or to renegotiate any material term thereof that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or alleging or disputing any breach or default under such Material Contract.

Contracts; No Defaults. (a) Section 3.17(a) of the Seller Disclosure Schedule 3(v) attached hereto contains a complete and accurate list, and the Company Seller has delivered or made available to the Purchaser Buyer true and complete copies, of:of the following; provided, however, that in no event will the following include (x) any Acquired Lease, (y) any Applicable Contract comprising part of the Seller Assumed Property and Contracts or other Excluded Operations or (z) any collective bargaining agreement, or other labor Contracts or Plan (collectively, the following are referred to herein as the "Material Contracts"): (i) each Applicable Contract (as defined below) that involves performance of services or delivery of goods or materials by or to one or more Acquired Companies of an amount or value in excess of $25,000200,000; (ii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of the Company one or its subsidiaries more Acquired Companies in excess of $5,000200,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 200,000 and with terms of less than one year); (iv) each Applicable Contract constituting a currently effective joint venture, partnershipPartnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities Liabilities by the any Acquired Company or any of its subsidiaries with any other person or entityPerson; (v) each Applicable Contract containing covenants that in any way purport to restrict materially restricts the business activity of any of the Acquired Company and its subsidiaries or any affiliate of the foregoing or limit materially limits the freedom of any of the Acquired Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed granted by any of the an Acquired Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (xvii) each Applicable Contract for capital expenditures in excess of $25,000200,000; (xiviii) other than the Company Guarantees, each currently effective written warranty, guaranty, and or other similar undertaking with respect to contractual performance of any other Person (other than another Acquired Company) extended by any of the Acquired Company and its subsidiaries other than in the ordinary course Ordinary Course of businessBusiness; and (xiiix) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) As of the Closing Date, except as set forth in Section 3.17(b) of the Seller Disclosure Schedule, neither Seller nor any Affiliate of Seller (other than the Acquired Companies) has or may acquire any rights under, any Material Contract. (c) Except as set forth in Section 3.17(c) of the Seller Disclosure Schedule, each Material Contract is in full force and effect and is valid and enforceable in accordance with its terms, except that such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or limiting creditors' rights generally and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceedings therefor may be brought. (d) Except as set forth in Section 3.17(d) of the Seller Disclosure Schedule: (i) each Acquired Company is in material compliance with each Material Contract; (ii) to Seller's Knowledge, each other Person that has any obligation or liability under any Material Contract is in material compliance with such Material Contract; and (iii) to Seller's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) would be reasonably likely to, in any material respect, contravene, conflict with, or result in a violation or breach of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Material Contract. (e) Except in connection with the Restructuring, there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Material Contracts with any Person, and no such Person has made written demand for such renegotiation.

Contracts; No Defaults. (a) Section 4.15(a) of the Company Disclosure Schedule 3(v) attached hereto contains a complete and accurate list, and the Company has made available delivered to the Purchaser Parent true and complete copies, of: (i) each Applicable Contract (as defined below) that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $25,0003,000; (ii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year); (iv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (v) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entityPerson; (vvi) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company, any Affiliate of the Company and its subsidiaries or any affiliate of the foregoing Shareholder, or limit the freedom of the Company, any Affiliate of the Company and its subsidiaries or any affiliate of the foregoing Shareholder to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiariesPerson; (vii) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; ; (ix) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of business; and (xii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.

Contracts; No Defaults. (a) Schedule 3(v3.16(a) attached hereto contains a complete and accurate list, and the Company has made available to the Purchaser Parent true and complete copies, of:of each of the following (excluding Contracts listed on Schedule 3.21(d)): (i) each Applicable Contract (as defined below) involving the Company or its Subsidiary that involves performance of services or delivery of goods or materials by or to the Company or its Subsidiary or expenditures or receipts of the Company or its Subsidiary, of an amount or value in excess of either $25,000100,000 for the entire stated term of such Contract or $50,000 for the unexpired portion of the stated term of such Contract; (ii) each Applicable Contract that was not entered into in the ordinary course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the Company’s or its Subsidiary’s ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or requiring aggregate payments of less than $5,000 and with terms 100,000 for the entire stated term of less than one yearsuch Contract or $50,000 for the unexpired portion of the stated term of such Contract); (iviii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries Subsidiary with any other person Person; (iv) each Contract containing covenants that purport to restrict or entitylimit the freedom of the Company or its Subsidiary to compete with any Person; (v) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed granted by any of the Company and or its subsidiaries Subsidiary that is currently effective and outstanding; (ixvi) each Applicable Contract entered into other than not otherwise described in this Section 3.16 under which the ordinary course consequences of business that contains default or provides for an express undertaking by any of termination would be materially adverse to the Company and its subsidiaries to be responsible for consequential damagesCompany; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xivii) each written warranty, guaranty, and other similar undertaking warranty or guaranty with respect to contractual performance extended by any of the Company and or its subsidiaries Subsidiary other than in the ordinary course Ordinary Course of businessBusiness; (viii) each written Contract with any employee or independent contractor for personal services; (ix) each collective bargaining agreement or other Contract to which the Company or its Subsidiary is a party with any labor union; (x) each Contract with each Person listed on Schedule 3.29; (xi) each Contract containing agreements, rights, covenants, or obligations relating in any material respect to the cross-promotion of the Company’s or its Subsidiary’s businesses with the business of any other Person; and (xii) each material amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) To the Company’s Knowledge (without any inquiry), no employee of the Company or its Subsidiary is bound by any Contract that purports to materially and adversely limit the ability of such Person to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company or its Subsidiary, or (B) assign to the Company or its Subsidiary any rights to any invention, improvement, or discovery created by such Person in the scope of their employment with the Company or its Subsidiary. (c) To the Company’s Knowledge (without any inquiry), each Contract listed in Schedule 3.16(a) and Schedule 3.21(d) is in full force and effect and is valid and enforceable in accordance with its terms against the party(ies) thereto other than the Company or its Subsidiary, except as such enforceability may be limited by (i) laws of general application relating to bankruptcy or insolvency, or moratorium or other similar laws affecting or relating to creditors’ rights generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, regardless of whether asserted in a Proceeding in equity or at law. (d) Each of the Company and its Subsidiary is and has been in compliance in all material respects with all applicable terms and requirements of each Contract listed or required to be listed in Schedule 3.16(a) or Schedule 3.21(d) to which it is a party, except as would not result in any material liability for the Company or its Subsidiary. Each other Person to each Contract listed or required to be listed in Schedule 3.16(a) or Schedule 3.21(d) is and has been, to the Company’s Knowledge (without any inquiry), in compliance in all material respects with all applicable terms and requirements of such Contract, except as would not result in any material liability for the Company or its Subsidiary. (e) Except for such matters which have not had or which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company: (i) no event has occurred or circumstance exists that (with or without notice or lapse of time) does or would contravene, conflict with, or result in a violation or breach of, or gives or would give the Company or its Subsidiary or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract listed or required to be listed in Schedule 3.16(a) or Schedule 3.21(d); and (ii) neither the Company nor its Subsidiary has given to or received in writing from any Person any notice or other communication regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract listed in Schedule 3.16(a) or Schedule 3.21(d). (f) Neither the Company nor its Subsidiary has entered into any Contract with respect to which the performance thereunder by the Company or its Subsidiary, acting alone or in connection with any other Person, or the payment or promise of any consideration thereunder, would violate any Legal Requirement. (g) With respect to any Contract referenced in Section 3.16(a)(xi), neither the Company nor its Subsidiary has performed or received, or agreed to perform or receive, any material cross-promotion obligations or benefits not expressly included within the scope of such Contract.

Contracts; No Defaults. Schedule 3(v(a) attached hereto contains a complete and accurate list, and the Company has made available Sellers have delivered to the Purchaser Buyer true and complete copiescopies (if applicable), of: (i) each material Applicable Contract (as defined below) that involves performance of services or delivery of goods or materials of an amount by one or value in excess of $25,000more Acquired Companies; (ii) each material Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company; (iii) each material Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of the Company one or its subsidiaries in excess of $5,000more Acquired Companies; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year)property; (ivv) each licensing agreement or other material Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the any Acquired Company or any of its subsidiaries with any other person or entityPerson; (vvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Acquired Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the an Acquired Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of the Company and its subsidiaries; (viiviii) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiiix) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ixx) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by any of the Acquired Company and its subsidiaries to be responsible for consequential damages; (xxi) each material Applicable Contract for capital expenditures in excess of $25,000expenditures; (xixii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any of the Acquired Company and its subsidiaries other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Except as previously disclosed: (i) no Seller (and no Related Person of any Seller) has or may acquire any rights under, and neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (ii) to the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as previously disclosed, each Contract identified is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as previously disclosed: (i) each Acquired Company is in full compliance with all applicable terms and requirements of each Contract under which any Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by any Acquired Company is or was bound; (ii) each other Person that has or had any obligation or liability under any Contract under which any Acquired Company has or had any rights is in full compliance with all applicable terms and requirements of such Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) 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, possible, or potential violation or breach of, or default under, any Contract. (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person and, to the Knowledge of Sellers and the Acquired Companies, no such Person has made written demand for such renegotiation. (f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Schedule 3(v‎3.8(a) attached hereto contains a complete and accurate list, and as of the Company has made available date of this Agreement, of the following Contracts of Sellers, in each case, that are Related to the Purchaser true and complete copiesBusiness or by which any of the Transferred Assets are bound, of:in each case as amended (the “Material Contracts”): (i) each Applicable any Contract (as defined below) that involves performance of services or delivery of goods or materials of an amount or value in excess of $25,000with respect to Leased Real Property; (ii) each Applicable Contract that was not entered into pursuant to which personal property included in the ordinary course of business Transferred Assets is leased to or is not cancelable by from the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000Business; (iii) each leaseContract pursuant to which goods, rental supplies or occupancy agreementservices are purchased from vendors or similar third parties which, licenseby its terms, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, involves in excess of $100,000 or greater in any leasehold or other 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 $5,000 and with terms of less than one year)12-month period; (iv) each joint ventureContract pursuant to which goods, partnershipsupplies or services are provided to customers or similar third parties which, and other Applicable Contract (however named) involving a sharing by its terms, involves in excess of profits, losses, costs, $100,000 or liabilities by the Company or greater in any of its subsidiaries with any other person or entity12-month period; (v) each Applicable any Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entityBusiness Personnel, other than any Seller Benefit Plan; (vi) each employment any Contract concerning (A) confidentiality or consulting agreement (B) any arrangement concerning non-competition, non-disclosure, non-hire, non-solicitation or otherwise that limits the freedom of or restricts the Company and its subsidiariesBusiness in any way (other than in respect of confidentiality); (vii) each Applicable Contract providing for payments all Contracts pursuant to which any Seller leases, licenses, is licensed or by is otherwise authorized to use, develop or distribute any person or entity based on sales, purchases, or profits, Intellectual Property other than direct payments for goodsCOTS Licenses; (viii) each power all Contracts pursuant to which any Intellectual Property was developed by either Seller or any third party on behalf of attorney executed by or for the benefit of Sellers, including any of the Company and its subsidiaries that is currently effective and outstandingjoint development agreements; (ix) each Applicable Contract entered into all Contracts relating to any acquisitions or dispositions (by merger, purchase or sale of assets or stock or otherwise) involving an aggregate purchase price of $50,000 or more as to which Sellers have continuing material obligations or material rights (other than for purchases of inventory in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damagesOrdinary Course); (x) each Applicable any Contract concerning a partnership, distributorship, agency, marketing agreement, joint venture or similar arrangement or for capital expenditures the right to acquire any equity interest in excess of $25,000any other Person; (xi) each written warrantyany Contract pursuant to which the Business possesses or stores any inventory of a third party or pursuant to which any third party possesses or stores any inventory of the Business; (xii) any Contract (or group of related arrangements) under which Sellers have imposed (or may impose) any Lien, guarantyother than a Permitted Lien, and other similar undertaking with respect to contractual performance extended by on any of the Company and its subsidiaries Transferred Assets; (xiii) any Contract containing a most-favored-nation, minimum purchase, best pricing or other than in the ordinary course similar term or provision or any Contract containing a requirement to deal exclusively with or grant exclusive rights or rights of businessfirst refusal to any customer, vendor, supplier, distributor, contractor or other party; and (xiixiv) each amendmentany settlement Contract with respect to any Action, supplementother than settlement Contracts (A) fully discharged solely for cash, and modification or (whether oral or writtenB) under which there are no surviving obligations (other than those in respect of any confidentiality). (b) Sellers have made available to Buyer, prior to the execution of this Agreement, true and complete copies of each written Material Contract (including all amendments thereto), and an accurate and complete description of the foregoingterms of any oral Material Contract. All of the Material Contracts are (i) in full force and effect, subject to the Remedies Exceptions, and (ii) represent the valid and binding obligations of the Seller party thereto, and, to the Knowledge of Sellers, each of the other parties thereto. Sellers are not and, to the Knowledge of Sellers, no other party is, in breach of or in default under any Material Contract and Sellers have not received any claim or notice of breach of or default under any such Material Contract. No event has occurred which, individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Material Contract (in each case, with or without notice or lapse of time or both). There are no material disputes pending or threatened under any Material Contract.

Contracts; No Defaults. (a) Schedule 3(v) attached hereto 2.11 contains a complete and accurate listlisting of all Contracts described in clauses (i) through (xv) below to which, and as of the date of this Agreement, the Company has or any Subsidiary is a party. True, correct and complete copies of the Contracts listed on Schedule 2.11 have been delivered to or made available to the Purchaser true and complete copies, of:Acquiror or its agents or representatives. (i) each Applicable Each Contract (as defined below) that involves performance of services other than purchase orders with suppliers or delivery of goods or materials of an amount or value in excess of $25,000; (ii) each Applicable Contract that was not customers entered into in the ordinary course of business business) that the Company reasonably anticipates will involve aggregate payments or is not cancelable consideration furnished by or to the Company or a subsidiary any Subsidiary of the Company with no penalty upon advance notice more than $25,000 in any year; (ii) Each note, debenture, other evidence of 30 days indebtedness, guarantee, loan, credit or less and that involves expenditures financing agreement or receipts of the Company instrument or its subsidiaries in excess of $5,000other contract for money borrowed, including any agreement or commitment for future loans, credit or financing; (iii) each leaseEach Contract for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company or any Subsidiary (other than in the ordinary course of business), rental other than Contracts in which the applicable acquisition or occupancy agreementdisposition has been consummated and there are no obligations (contingent or otherwise) remaining; (iv) Each Contract concerning Owned Real Property, Leased Real Property, license, installment and conditional sale agreement, and other Applicable Contract affecting that provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in, 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 $5,000 and with terms of less than one year)property; (ivv) Each joint venture Contract and each joint venturepartnership agreement or limited liability company agreement to which the Company or any Subsidiary, partnershipon the one hand, and any third party, on the other Applicable hand, are parties; (vi) Each Contract requiring capital expenditures after the date of this Agreement in an amount in excess of $25,000 in any calendar year; (however namedvii) involving a sharing of profits, losses, costs, Each License In or liabilities License Out that involves aggregate payments to or by the Company or any Subsidiary in excess of its subsidiaries with any other person or entity; (v) each Applicable Contract containing covenants that $25,000 in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goodscalendar year; (viii) each power Each Contract that contains a covenant not to compete, or other covenant restricting the development, manufacture, marketing or distribution of attorney executed by any products and services of the Company and its subsidiaries that is currently effective and outstandingor any Subsidiary; (ix) each Applicable Each material Contract that imposes any confidentiality, standstill or similar obligation on the Company or any Subsidiary, except for those entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of business; (x) Each Contract that contains a right of first refusal, first offer or first negotiation in favor of any party other than the Company or any Subsidiary; (xi) Each Contract pursuant to which the Company or any Subsidiary has granted any exclusive marketing, sales, use or distribution rights to any third party; (xii) Each Contract relating to stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Company or any Subsidiary, including, without limitation, any agreement with any stockholder of the Company which includes anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (xiii) Each collective bargaining Contract or other agreement with any labor union or other employee representative of a group of Employees; (xiv) Each Contract that provides any transaction bonus, discretionary bonus, “stay-put” or other payments to be made (whether required or discretionary) to Employees of the Company or any Subsidiary at Closing as a result of the execution of this Agreement or consummation of the transactions contemplated hereby; (xv) Each Contract with an officer or key employee of the Company or any Subsidiary regarding the terms and conditions of such officer’s or key employee’s employment; and (xiixvi) Each Contract that provides for any payments of severance upon termination of employment. (b) As of the date of this Agreement, each amendmentof the Contracts set forth on Schedule 2.11(a) (i) is in full force and effect, supplement(ii) represents a legal, valid and binding obligation of the Company or a Subsidiary, as applicable, (iii) to the Knowledge of the Company, represents the legal, valid and binding obligations of the other parties thereto and (iv) is enforceable in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Company has not received any written notice or threat to terminate any Contract listed on Schedule 2.11(a). (A) Neither the Company or a Subsidiary, as applicable, nor, to the Knowledge of the Company, any other party thereto is in material breach of or material default under any such Contract, (B) as of the date of this Agreement, the Company has not received any written claim or notice of material breach of or material default under any such Contract, and modification (whether oral or writtenC) in respect of any to the Knowledge of the foregoingCompany, no event has occurred which individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract (in each case, with or without notice or lapse of time or both).

Contracts; No Defaults. (a) Schedule 3(v4.11(a) attached hereto contains sets forth a complete and accurate list, and as of the date of this Agreement, of all of the following Contracts to which the Company has or any of its Subsidiaries is a party (each such Contract and each Material Real Property Lease, a “Material Contract”); provided that purchase orders, sale orders and similar form Contracts need not be listed on Schedule 4.11(a), but shall nonetheless constitute Material Contracts if otherwise covered by the terms of this Section 4.11(a). True, correct and complete copies of the Material Contracts have been delivered to or made available to the Purchaser true and complete copies, ofAcquiror: (i) each Applicable employee collective bargaining Contract with any labor union, works council, or any collective bargaining representative, including any memoranda of understanding, letters of agreement, letters of understanding, side agreements, side letters, settlement agreements containing ongoing remedial obligations, card check neutrality agreements, and any agreements with any labor union, works council, or any collective bargaining representative of a substantially similar nature to the foregoing (as defined below) that involves performance of services or delivery of goods or materials of an amount or value in excess of $25,000a “Labor Contract”); (ii) each Applicable any Contract pursuant to which the Company or any of its Subsidiaries (A) is granted a license, sublicense, consent, or covenant not to assert under, or is otherwise permitted to use any third-party Intellectual Property that was is material to the Company and its Subsidiaries, taken as a whole, other than shrink-wrap, click-wrap and off-the shelf software licenses, and any other licenses for software that is commercially available to the public generally with one-time or annual license, maintenance, support and other fees of $3,000,000 or less or (B) grants to a third party a license, sublicense, consent, or covenant not entered into to assert under, to or otherwise permits a third party to use, any Intellectual Property owned by the Company or any of its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole, other than non-exclusive licenses granted in the ordinary course of business; (iii) other than the Company Credit Documents, any Contract under which the Company or any of its Subsidiaries has (A) created, incurred, assumed or guaranteed indebtedness for money borrowed, (B) granted a Lien (other than any Lien incurred in the ordinary course of business or is not cancelable by Permitted Liens) on its assets, whether tangible or intangible, to secure any indebtedness for money borrowed or (C) extended credit to any Person (other than (I) intercompany loans and advances and (II) customer payment terms in the Company or a subsidiary ordinary course of the Company with no penalty upon advance notice of 30 days or less business), in each case, in clauses (A) and that involves expenditures or receipts of the Company or its subsidiaries (C), in an amount in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 25,000,000 of less than $5,000 and with terms of less than one year)committed credit; (iv) each joint venture, partnership, and other Applicable any Contract (however namedother than any Company Benefit Plan) involving a sharing of profits, losses, costs, or liabilities not disclosed pursuant to any other clause under this Section 4.11(a) (A) requiring expenditures by the Company or any of its subsidiaries with Subsidiaries, or the receipt by the Company or any other person of its Subsidiaries, in excess of $10,000,000 in the 2024 calendar year or entity(B) that required expenditures by the Company or any of its Subsidiaries, or under which the Company or any of its Subsidiaries received, in excess of $10,000,000 in the 2023 calendar year; (v) each Applicable Contract containing covenants under which the Company or any of its Subsidiaries completed a business acquisition (A) in which the aggregate consideration paid by the Company or its applicable Subsidiary exceeded $100,000,000 or (B) which contain ongoing material obligations of the Company or any of its Subsidiaries, including any “earn-out” or contingent payment obligations; (vi) any Contract establishing any joint venture, strategic alliance or other collaboration that in any way purport is material to restrict the business activity of any of the Company and its subsidiaries Subsidiaries, taken as a whole; (vii) each Affiliate Agreement; (viii) each Contract with a Top Customer or Top Supplier; (ix) each Contract with any Governmental Authority, other than any Contract entered into by any Governmental Authority in its capacity as a customer (unless otherwise disclosed pursuant to any other clause under this Section 4.11(a)); (x) any Contract for the employment or service of any employee, officer, director, or individual service provider, that provides for an annual base salary in excess of $350,000 (other than any “at will” Contract that may be terminated by the Company or any affiliate of its Subsidiaries upon thirty (30) days or less advance notice without liability to the Company or any of its Subsidiaries); (xi) any Contract providing for the payment (or acceleration of the foregoing vesting, timing, or limit funding or increase in the amount) of severance, change in control, retention, sale or transaction or similar bonuses or benefits to employees, officers, directors or individual service providers of the Company or any of its Subsidiaries; (xii) any Contract under which the Company or any of its Subsidiaries has made (or committed to make) any advance, loan, extension of credit or capital contribution to, or other investment in, any Person, in any such case which, individually, is in excess of $10,000,000, other than credit extended to commercial counterparties in the ordinary course of business; (xiii) any Contract purporting to limit, in any material respect, the freedom of the Company or any of the Company and its subsidiaries or any affiliate of the foregoing Affiliates to engage in any line of business or to compete with operate in any person or entity; (vi) jurisdiction, in each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profitscase, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract Contracts containing restrictions relating to confidentiality or exclusive supplier or vendor arrangements entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of business; (xiv) any Contract granting most favored nation pricing to any customer, licensee, purchaser, reseller, promoter or remarketer of any product or service offered by the Company or any of its Subsidiaries; and (xiixv) any Contract restricting the freedom of the Company or any of its Subsidiaries to (A) solicit or hire employees or (B) solicit any customer, vendor or supplier other than, in each amendmentcase of this Section 4.11(a)(xv), supplementcommercial Contracts with third-party service providers and non-disclosure agreements related to potential acquisitions of businesses or assets, in each case, entered into in the ordinary course of business. (b) Except as set forth on Schedule 4.11(b), (i) as of the date of this Agreement, all of the Material Contracts are in full force and effect and represent the legal, valid and binding obligations of the Company or one of its Subsidiaries party thereto and, to the knowledge of the Company, represent the legal, valid and binding obligations of the other parties thereto (subject to the Remedies Exception), (ii) none of the Company, any of its Subsidiaries or, as of the date of this Agreement and to the knowledge of the Company, any other party thereto, is in material breach of or material default under any such Material Contract, (iii) as of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written claim or notice of material breach of or material default under any such Material Contract, and modification (whether oral or writteniv) in respect of any to the knowledge of the foregoingCompany, no event has occurred which individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Material Contract by the Company or any Subsidiary of the Company party thereto (in each case, with or without notice or lapse of time or both).

Contracts; No Defaults. (a) Schedule 3(v) attached hereto 3.11 contains a complete and accurate listlisting of all Contracts described in clauses (i) through (viii) below to which, and as of the date of this Agreement, the Company has made available to the Purchaser true and complete copiesor AG LLC is a party (each, of:a “Material Contract”): (i) each Applicable Contract which is reasonably expected to require aggregate payments by or to the Company or AG LLC of more than $250,000 in any one (as defined below1) that involves performance of services or delivery of goods or materials of an amount or value in excess of $25,000year period after the date hereof; (ii) each Applicable Contract that was which may not entered into in the ordinary course of business or is not cancelable be terminated by the Company or a subsidiary AG LLC within twelve (12) months from the date of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of this Agreement without the Company or its subsidiaries AG LLC being obligated to pay any penalty, premium or additional payments in excess amounts greater than $250,000 in respect of $5,000such Contact; (iii) each leaseContract relating to the acquisition, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year); (iv) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entity; (v) each Applicable Contract containing covenants that in any way purport to restrict the business activity disposition of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any assets of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures valued in excess of $25,000; (xi) each written warranty250,000, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of business, entered into at any time on or after November 11, 2011; (iv) each Contract that imposes a Lien (other than Permitted Liens) on any of the assets of the Company or AG LLC; (v) each Affiliate Agreement; (vi) each Contract that grants to any Person the right to occupy (except pursuant to reservations made in the ordinary course of business) any portion of the Owned Real Property, except as addressed in Section 3.17(b); (vii) each Contract pursuant to which the Company or AG LLC has borrowed any money or incurred any Indebtedness from, or issued any note, bond, debenture or other evidence of Indebtedness to, any Person (other than the Company or AG LLC) in principal amount in excess of $250,000; (viii) each Contract which (x) provides for the assignment or other transfer to or by the Company or AG LLC from or to any other Person, of any ownership interest in any material Company IP; (y) the Company or AG LLC grants to any Person a license to use any material Company IP (excluding non-exclusive licenses granted in ordinary course of business); and (z) any Person grants to the Company or AG LLC any Intellectual Property License that is material to the conduct of their respective businesses (excluding, in each foregoing case, Non-Negotiated Vendor Contracts); (ix) each Contract which provides for any, severance, retention, or change in control payments, or fees in connection with a change in control or termination of service in excess of $100,000, payable by the Company or AG LLC to any director, officer, employee or consultant of the Company or AG LLC; (x) each Contract restricting the conduct or operations of the business of the Company or AG LLC, by limiting the right of the Company or AG LLC to engage in or compete with any Person in any business, market, or geographical area; (xi) any Contract that relates to a partnership, joint venture, joint marketing, joint development or similar arrangement with any other Person; and (xii) each amendmentany Contract related to the sale, supplementlease, or use of gaming equipment which is reasonably expected to require aggregate payments by or to the Company or AG LLC of more than $20,000 in any one (1) year period after the date hereof (excluding purchase orders). (b) True, correct and complete copies of the Contracts listed on Schedule 3.11 of the date hereof have been delivered to or made available to Acquiror or its agents or representatives. Except as set forth on Schedule 3.11, (i) as of the date of this Agreement, all of the Material Contracts are in full force and effect and represent the legal, valid and binding obligations of the Company or AG LLC, as applicable, and, to the knowledge of the Company, represent the legal, valid and binding obligations of the other parties thereto, (ii) neither the Company, AG LLC, nor, as of the date of this Agreement, to the knowledge of the Company, any other party thereto is in material breach of or material default under any such Contract, (iii) as of the date of this Agreement, neither the Company nor AG LLC has received any written claim or notice of material breach of or material default under any such Contract, and modification (whether oral or writteniv) in respect of any as of the foregoingdate of this Agreement, to the knowledge of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Company or AG LLC party thereto (in each case, with or without notice or lapse of time or both).

Contracts; No Defaults. Schedule 3(v(a) attached hereto Section 5.13(a) of the Company Disclosure Letter contains a complete and accurate list, and listing of all Contracts described in clauses (i) through (xvi) below to which the Company has or any of its Subsidiaries is a party as of the date of this Agreement, other than Company Benefit Plans (except as listed below). True, correct and complete copies of the Contracts listed in Section 5.13(a) of the Company Disclosure Letter have been made available to the Purchaser true and complete copies, ofAcquiror or its agents or representatives: (i) each Applicable Contract (as defined below) with any of the Top Customers that involves performance the Company reasonably expects to result in gross revenues to the Company or any of services or delivery of goods or materials of an amount or value its Subsidiaries in excess of $25,000500,000 in any calendar year; (ii) each Applicable Contract with any of the Top Vendors involving aggregate payments by the Company or any of its Subsidiaries in excess of $600,000 per year; (iii) each Contract (A) evidencing outstanding indebtedness of the Company or any of its Subsidiaries for borrowed money, or any guarantee by the Company or any of its Subsidiaries of such indebtedness of a third party, in an amount exceeding $500,000 or (B) that was not is a commitment to provide loans, credit or financing to the Company or any of its Subsidiaries in an amount exceeding $500,000; (iv) each Contract entered into during the past three (3) years providing for (A) the acquisition by the Company or any of its Subsidiaries of (1) any Equity Security of a Person other than the Company or any of its present Subsidiaries or (2) material assets of a Person other than the Company or any of its Subsidiaries involving payments in excess of $500,000 or (B) the disposition to any Person other than the Company or any of its Subsidiaries of (1) any Equity Security of the Company or any of its Subsidiaries (other than any Company Equity Award) or (2) material assets of the Company or any of its Subsidiaries involving payments in excess of $500,000, other than, in the case of each of clauses (A) and (B), Contracts (x) under which the applicable acquisition or disposition has been consummated and there are no material unperformed obligations, (y) entered into in the ordinary course of business or is not cancelable by (z) between the Company and any of its Subsidiaries or between any two or more of the Company’s Subsidiaries; (v) each Contract establishing or governing any material joint venture or partnership between the Company or any of its Subsidiaries, on the one hand, and any Person other than the Company or any of its Subsidiaries, on the other hand; (vi) each Real Property Lease that involves aggregate payments in excess of $500,000 in any calendar year; (vii) each Contract (other than Contracts relating to employment (including employment agreements, confidentiality and invention assignment agreements or grants of Company Equity Awards) and Governing Documents or other Contracts relating to Equity Securities in the Company or any of its Subsidiaries) between the Company or any of its Subsidiaries, on the one hand, and, on the other hand, any Affiliate of the Company or any of its Subsidiaries (other than the Company or any of its Subsidiaries), any director, manager or officer of the Company or any of its Subsidiaries, any members or stockholders of the Company or any of the Company’s Subsidiaries, any employee of the Company or any of the Company’s Subsidiaries or a subsidiary member of the immediate family of the foregoing Persons, on the other hand (collectively, “Affiliate Agreements”); (viii) each Contract with any current (A) employee of the Company with no penalty upon advance annual base compensation in excess of $250,000 that provides for severance in excess of 90 days or a notice of 30 termination of more than 90 days or less and that involves expenditures or receipts (B) employee of the Company or any of its subsidiaries in excess Subsidiaries with a title of $5,000executive officer or any more senior title; (iiiix) each leaseContract with any employee or consultant of the Company or any of its Subsidiaries that provides for cash-based change in control or similar payments or benefits contingent upon, rental accelerated by or occupancy agreementtriggered by the consummation of the transactions contemplated hereby; (x) each Contract (A) prohibiting or limiting the right of the Company or any of its Subsidiaries to engage in or compete with any Person in any line of business in any material respect or (B) prohibiting or restricting the ability of the Company or any of its Subsidiaries to conduct their business with any Person in any geographic area in any material respect; (xi) each collective bargaining (or similar) agreement or Contract between the Company or any of its Subsidiaries, license, installment and conditional sale agreementon one hand, and any labor union or other Applicable body representing employees of the Company or any of the Company’s Subsidiaries, on the other hand; (xii) each Contract affecting (including license agreements, coexistence agreements, and agreements with covenants not to s▇▇) pursuant to which the ownership ofCompany or any of its Subsidiaries (A) grants to a third party any rights under any material Intellectual Property of the Company and its Subsidiaries that are either (1) exclusive or (2) otherwise material to the business of the Company and its Subsidiaries, leasing oftaken as a whole, title to(B) is granted by a third party any rights under any Intellectual Property or IT Systems that are material to the business of the Company and its Subsidiaries, use oftaken as a whole, or (C) under which a third party develops or creates any leasehold Intellectual Property for the benefit of the Company or other interest any of its Subsidiaries; provided, however, that none of the following shall be required to be disclosed on Section 5.13(a)(xii) of the Company Disclosure Letter, but shall be deemed to have been so disclosed for purposes of this Agreement if they otherwise qualify under this Section 5.13(a)(xii): (v) non-disclosure agreements entered into in the ordinary course of business; (w) non-exclusive licenses of Company Owned Intellectual Property granted to vendors or customers in the ordinary course of business; (x) Open Source Licenses or non-exclusive end user in-licenses of uncustomized, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments commercially available, off-the-shelf Software used for the Company’s internal use for fees of less than $5,000 and 250,000 annually; (y) invention assignment or consulting agreements with terms employees or contractors on standard forms made available to Acquiror with no material exclusions or deviations; or (z) non-exclusive incidental trademark licenses or ancillary licenses to Intellectual Property that are necessary to be granted to receive the benefit of less than one year)goods or services from third-party vendors or to provide goods or services to third-party customers; (ivxiii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities requiring capital expenditures by the Company or any of its subsidiaries with Subsidiaries after the date of this Agreement in an amount in excess of $10,000,000 in any other person or entitycalendar year; (vxiv) each Applicable Contract containing covenants that in granting any way purport to restrict Person (other than the business activity of Company or any of its Subsidiaries) any (A) “most favored nation” rights, or (B) right of first refusal or first offer or similar preferential right to purchase or lease any asset of the Company or its Subsidiaries; (xv) each Contract granting any Person (other than the Company or any of its Subsidiaries) a right of first refusal or first offer or similar preferential right to purchase or acquire Equity Securities of the Company or any of its Subsidiaries; and (xvi) each outstanding written commitment to enter into any Contract of the type described in clauses (i) through (xv) of this Section 5.13(a). (b) Except for any Contract that will terminate upon the expiration of the stated term thereof prior to the Closing Date, all of the Contracts listed pursuant to Section 5.13(a) in the Company Disclosure Letter are (i) in full force and effect and (ii) represent legal, valid and binding obligations of the Company or the Subsidiary of the Company party thereto and, to the knowledge of the Company, represent legal, valid and binding obligations of the counterparties thereto. Except, in each case, where the occurrence of a breach or default would not be material to the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of Subsidiaries, taken as a whole, (A) the Company and its subsidiaries Subsidiaries have performed in all respects all of the respective obligations required to be performed by them to date under each Contract listed pursuant to Section 5.13(a) in the Company Disclosure Letter, and neither the Company or any affiliate of its Subsidiaries, nor, to the knowledge of the foregoing Company, any other party to engage any such Contract is in breach of or default of its obligations under any line such Contract, (B) during the past 12 months, neither the Company nor any of business its Subsidiaries has received any written claim or written notice of termination or breach of or default under any such Contract, and (C) to compete with any person or entity; (vi) each employment or consulting agreement the knowledge of the Company, no event has occurred which, individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Contract by the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; Subsidiaries or any other party to any such Contract (ix) in each Applicable Contract entered into other than in the ordinary course case, with or without notice or lapse of business that contains time or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of business; and (xii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoingboth).

Contracts; No Defaults. Schedule 3(v(a) attached hereto Section 3.14(a) of the Disclosure Letter contains a complete and accurate listlist of the following Contracts, and excluding, however, any such Contracts that are immediately terminable, or terminable upon not more than 60 days notice, by the applicable DFA Company has made available to the Purchaser true and complete copieswithout incurring any monetary or nonmonetary liability, ofobligation or penalty of any nature: (i) each Applicable Contract (as defined below) that involves performance of services or delivery of goods or materials by or to any DFA Company of an amount or value in excess of that could exceed $25,0001,000,000 per year; (ii) each Applicable Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of the any DFA Company that could exceed $100,000 or its subsidiaries in excess of $5,000that is otherwise material to any DFA Company; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property used by any DFA Company (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $5,000 and with terms of less than one year500,000); (iv) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entity; (v) each Applicable Contract containing covenants that in any way purport to materially restrict the business activity of any of the DFA Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the DFA Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person Person; (v) each employment, consulting, noncompetition, separation, collective bargaining, union or entitylabor Contract applicable to any DFA Company; (vi) each employment Contract with or consulting agreement for the benefit of the any DFA Parent or Affiliate of any DFA Company and its subsidiariesor, to DFA's Knowledge, any immediate family member of an Affiliate of a DFA Company; (vii) each Applicable Contract providing for payments under which any DFA Company is obligated to or by any person or entity based on sales, purchasesindemnify, or profitsentitled to indemnification from, other any third party, excluding any agreement that requires indemnification solely for a breach of such agreement and excluding any indemnification obligation or right that could not reasonably be expected to involve more than direct payments for goods$100,000; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures by any DFA Company in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of business500,000; and (xiiix) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) With respect to the Contracts identified in Section 3.14(a) of the Disclosure Letter: (i) each Contract is in full force and effect and is valid and enforceable in accordance with its terms except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other laws relating or affecting creditors' rights generally and by general equity principles; (ii) the DFA Companies have made available to Suiza Foods or Suiza's Advisors a copy of each such Contract that is in writing and a written summary accurately describing the material provisions of each such Contract that is not in writing; (iii) each DFA Company is in compliance with all material terms and requirements of such Contracts; and (iv) no DFA Company has given to or received from any other Person any notice regarding any actual or alleged violation of any such Contract. (c) the DFA Companies have made available to Suiza Foods or Suiza's Advisors a complete list of each customer of any DFA Company that has accounted for more than $5,000,000 in gross sales of such DFA Company for the year ended December 31, 1998 and for more than $2,500,000 for the six months ended June 30, 1999 (the "DFA MATERIAL CUSTOMERS") and indicating the amount of gross sales attributable to each DFA Material Customer during such time periods. None of the DFA Material Customers has notified any DFA Company or any DFA Parent of any intention to, or to DFA's Knowledge, otherwise threatened to, terminate or materially alter its relationship with any DFA Company, and there has been no material dispute with a DFA Material Customer since December 31, 1998.

Contracts; No Defaults. (a) Part 2.17(a) of the Company Disclosure Schedule 3(v) attached hereto contains lists, and, except to the extent filed in full without redaction as an exhibit to a complete and accurate listFiled Company SEC Report, and the Company has made available (or, in the case of clause (iv) below, delivered) to Parent copies of, each Acquired Corporation Contract (including any amendment to any of the Purchaser true and complete copies, of:foregoing): (i) each Applicable Contract required to be filed pursuant to paragraphs (as defined belowb)(9) that involves performance or (b)(10) of services or delivery Item 601 of goods or materials Regulation S-K of an amount or value in excess of $25,000the SEC; (ii) each Applicable Contract that was not entered into in the ordinary course of business with any director or is not cancelable by the Company or a subsidiary officer of the Company (other than any Plans applicable generally to employees, copies of which were made available to Parent, or Contracts executed pursuant to, and in accordance with, such Plans), or with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts any affiliate of the Company or its subsidiaries in excess and required to be disclosed pursuant to Item 404 of $5,000Regulation S-K of the SEC ; (iii) each leaseevidencing, rental governing or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, relating to indebtedness incurred by any Acquired Corporation for borrowed money or any leasehold or guarantee by any Acquired Corporation of indebtedness of any other 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 $5,000 and with terms of less than one year)Person; (iv) each joint venture, partnership, and other Applicable any Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any Material Customer or any of its subsidiaries New Material Customer or with any other person or entityPerson which constituted one of the top ten customers of the Acquired Corporations, measured by revenue, for the six months ended June 30, 2003; (v) each Applicable Contract containing covenants that in any material way purport purports to restrict the business activity of any of the Company and its subsidiaries Acquired Corporation or any affiliate of the foregoing their affiliates or to limit the freedom of any of the Company and its subsidiaries Acquired Corporation or any affiliate of the foregoing their affiliates to engage in any line of business or to compete with any person Person or entityin any geographic area or to retain any Person (other than any such limit in the scope of any license granted to an Acquired Corporation for any Proprietary Asset or any non-compete, non-solicitation or similar restriction applicable to any director, officer or employee of an Acquired Corporation, in his or her individual capacity); (vi) each employment providing for indemnification of any officer, director, employee or consulting agreement of the Company and its subsidiariesagent (but, as to agents, excluding customary commercial indemnifications such as those contained in credit agreements with institutional lenders); (vii) each Applicable Contract except for Contracts evidencing Company Options, (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing for payments any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to or by any person or entity based on sales, purchasesAcquired Corporation securities, or profits(C) providing any of the Acquired Corporations with any right of first refusal with respect to, other than direct payments for goodsor right to repurchase or redeem, any securities; (viii) each power of attorney executed by any warranty of the type referred to in Section 2.18, except for Contracts substantially identical to the standard forms previously delivered by the Company and its subsidiaries that is currently effective and outstandingto Parent or as set forth in a Contract referred to in clause (iv), above; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by relating to any of the Company and its subsidiaries to be responsible for consequential damagescurrency hedging; (x) each Applicable to which any Acquired Corporation and any Governmental Body is a party or constituting any subcontract or other Contract for capital expenditures in excess of $25,000between any Acquired Corporation and any contractor or subcontractor to any Governmental Body and relating to a Contract between such contractor or subcontractor and such Governmental Body; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by requiring that any of the Company and its subsidiaries other than in the ordinary course of businessAcquired Corporations give any notice or provide any information to any Person prior to considering or accepting any Acquisition Proposal or similar proposal, or prior to entering into any discussions, agreement, arrangement or understanding relating to any Acquisition Transaction or similar transaction; andor (xii) each amendment, supplementcontemplating or involving the payment or delivery of cash or other consideration to any supplier of materials or components used by any Acquired Corporation in the manufacturing process in an amount or having a value in excess of $1,000,000 during the twelve month periods prior to and following the date of this Agreement. Each of the foregoing is a "Material Contract." (b) Each Material Contract is valid and in full force and effect, and modification is enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. (whether oral c) Except as set forth in Part 2.17(c) of the Company Disclosure Schedule: (i) none of the Acquired Corporations has violated or writtenbreached, or committed any default under, any Material Contract, except for violations, breaches and defaults that have not had and would not reasonably be likely to have a Material Adverse Effect on the Acquired Corporations; and, to the knowledge of the Company, no other Person has violated or breached, or committed any default under, any Material Contract, except for violations, breaches and defaults that have not had and would not reasonably be likely to have a Material Adverse Effect on the Acquired Corporations; (ii) to the knowledge of the Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will or would reasonably be likely to, (A) result in respect a violation or breach of any of the foregoingprovisions of any Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any Material Contract, (C) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Material Contract, (D) give any Person the right to accelerate the maturity or performance of any Material Contract, or (E) give any Person the right to cancel, terminate or modify any Material Contract, except in each such case for defaults, acceleration rights, termination rights and other rights that have not had and would not reasonably be likely to have a Material Adverse Effect on the Acquired Corporations; and (iii) none of the Acquired Corporations has received any written notice or, to the knowledge of the Company, other communication asserting any actual or alleged violation or breach of, or default under, any Material Contract, except in each such case for defaults, acceleration rights, termination rights and other rights that have not had and would not reasonably be likely to have a Material Adverse Effect on the Acquired Corporations.

Contracts; No Defaults. (a) Schedule 3(v3.13(a) attached hereto contains a complete and accurate list, and the Company has made available Sellers have delivered to the Purchaser Buyer true and complete copies, of: (i) each Applicable Seller Contract (as defined below) that involves performance of services or delivery of goods or materials by one of Sellers of an amount or value in excess of $25,00010,000; (ii) each Applicable Seller Contract that involves the borrowing of money by one of Sellers whether secured or otherwise; (iii) each Seller Contract that involves performance of services or delivery of goods or materials to one of Sellers of an amount or value in excess of $10,000; (iv) each Seller Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less Business and that involves expenditures the expenditure or receipts receipt by one of the Company Seller of an amount or its subsidiaries value in excess of $5,00010,000; (iiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Seller Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year)property; (ivvi) any letters of credit outstanding at the date hereof; (vii) each joint venture, partnership, and other Applicable Seller Contract (however named) involving a sharing of profits, losses, costs, or liabilities Liabilities by the Company or any one of its subsidiaries Sellers with any other person or entityPerson; (vviii) each Applicable Seller Contract containing covenants that in any way purport to restrict the business activity of any one of the Company and its subsidiaries or any affiliate of the foregoing Sellers or limit the freedom of any one of the Company and its subsidiaries or any affiliate of the foregoing Sellers to engage in any line of business or to compete with any person or entityPerson; (viix) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Seller Contract providing for payments to or by any person or entity Person based on or determined by reference to sales, purchases, or profits, other than direct payments for goods; (viiix) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ixxi) each Applicable Seller Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by any one of the Company and its subsidiaries Sellers to be responsible for consequential damages; (xxii) each Applicable Seller Contract for capital expenditures in excess of $25,00010,000; (xixiii) each written warranty, guarantyguarantee, and or other similar undertaking with respect to contractual performance extended by any one of the Company and its subsidiaries Sellers other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiv) each amendmentSeller Contract with any Affiliate or related party. The information set out in Schedule 3.13(a) includes, supplementfor each Contract, (a) the parties thereto; (b) the date and expiration date thereof; and (c) Sellers' remaining obligations thereunder. (b) Each Seller Contract is in full force and effect, is valid and enforceable in accordance with its terms, and, except as set forth in Schedule 3.13(b), is assignable by one of Sellers to Buyer without the Consent of any other Person. Sellers have not Contravened any of the applicable terms and requirements of such Contracts, and modification none of Sellers has any knowledge of any Contravention of any Seller Contract by the other parties thereto. (whether oral or writtenc) Other that in respect of the current negotiation of an end-user agreement with Kirch New Media, there are no renegotiations of, attemp▇▇ ▇▇ renegotiate, or outstanding rights to renegotiate any Seller Contracts and no one has made written demand for such renegotiations. None of Sellers has any knowledge that any party to a Seller Contract does not intend to renew it. (d) None of Sellers has entered into any speculative Contracts (such as hedging or future Contacts) out of the foregoingOrdinary Course of Business.

Contracts; No Defaults. (a) Schedule 3(v3.13(a) attached hereto contains a listing of all Contracts described in clauses (i) through (xiii) below to which, as of the date of this Agreement, such Company or any of its Subsidiaries is a party and has continuing obligations or rights. True, correct and complete copies of the Contracts listed on Schedule 3.13(a), including all amendments, schedules, exhibits and accurate listother attachments thereto, and the Company has have been delivered to or made available to the Purchaser true and complete copies, of:Buyer or its agents or representatives. (i) each Applicable Each Contract (as defined below) that involves performance such Company reasonably anticipates will involve aggregate payments or consideration furnished by or to such Company or any of services or delivery its Subsidiaries of goods or materials of an amount or value more than $1,000,000 in excess of $25,000any calendar year; (ii) Each Contract or group of related Contracts, which involve commitments to make capital expenditures or which provide for the purchase of assets, goods, materials, supplies, equipment or services by such Company or any of its Subsidiaries from any one Person (or group of Affiliated Persons) under which the undelivered balance of such goods or services has a purchase price in excess of $750,000 in any consecutive 12-month period after the date hereof and which are not terminable without material penalty by such Company or its Subsidiary, as applicable, upon ninety 90 days’ or less advance notice; (iii) Each Contract (A) that grants or purports to grant any Person any exclusive license, supply, distribution, purchase or other exclusive rights, (B) that grants or purports to grant any Person any “most favored nation” pricing terms or similar rights, (C) that presently limits (or will, with the passage of time, limit) in any respect the freedom of such Company or any of its Subsidiaries to engage or compete in any business or to engage or compete in any business in any location or to otherwise compete with any Person, or (D) that prohibits or limits the ability of any Person to compete with any of the Companies or any of their Subsidiaries; (iv) Each Contract, in each Applicable case, that is a secured obligation relating to indebtedness for borrowed money by such Company or its Subsidiaries of more than $500,000; (v) Each Contract that was not relating to the disposition or acquisition by such Company or any of its Subsidiaries of any business (whether by merger, sale or purchase of assets, sale or purchase of stock or equity ownership interests or otherwise) (A) entered into on or after December 31, 2010 or (B) that contains material surviving obligations of such Company or any of its Subsidiaries; (vi) Each Contract, other than with respect to “off-the-shelf” software, that (a) requires a license or royalty payment to, or license or royalty payment by, such Company or its Subsidiaries of more than $500,000 in any calendar year or (b) relates to Intellectual Property and is material to such Company’s or its Subsidiaries businesses; (vii) (A) Each Contract under which such Company or one of its Subsidiaries leases (including as lessor), subleases (including as sub-lessor) or occupies Leased Real Property and (B) any other Contract pursuant to which such Company or any of its Subsidiaries is a lessor or lessee of any personal property or holds or operates any material tangible personal property owned by another Person, except, in the ordinary course case of business both (A) and (B), for any such Contracts under which the aggregate annual payments to or from such Company and its Subsidiaries is less than $250,000 in any calendar year; (viii) Each employment or independent contractor or consulting Contract (including confidentiality and non-competition Contracts) with a natural Person that involves total cash consideration of more than $250,000 in any calendar year, in each case, which may not cancelable be terminated at will or by the Company or a subsidiary of the Company with no penalty upon advance giving notice of 30 days or less and that involves expenditures without cost or receipts of the Company or its subsidiaries in excess of $5,000penalty; (iiiix) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year)Each Affiliate Agreement; (ivx) Each Contract relating to the incurrence of indebtedness by such Company or any of its Subsidiaries and each Contract under which such Company or any of its Subsidiaries has made advances or loans to any other Person, other than employee loans in the ordinary course of business; (xi) Each joint ventureventure Contract, partnership, partnership agreement or limited liability company agreement and other Applicable each similar type of Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by with any other Person, other than those disclosed on Schedule 3.14; (xii) Each Contract for the acquisition or disposition of customer accounts or customer Contracts or similar assets of any of the Companies with (i) material surviving rights or obligations of such Company or any of its subsidiaries with Subsidiaries or (ii) any put or call rights, purchase or sale options or similar rights in respect of any or all of the customer accounts or customer Contracts so acquired or disposed that may be exercisable following the date hereof; and (xiii) any other person Contract used in the operation or entity; (v) each Applicable Contract containing covenants that in any way purport to restrict conduct of the business activity of any of the such Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract Subsidiaries entered into other than in outside the ordinary course of business that contains to which such Company or provides for an express undertaking by any of the its Subsidiaries is a party or by or to which any such Company or any of its Subsidiaries is bound or subject and its subsidiaries that has an aggregate future liability to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures any Person in excess of $25,000;1,000,000. (xib) All of the Material Contracts are (i) in full force and effect and (ii) represent the legal, valid and binding obligations of such Company or one of its Subsidiaries party thereto and, to the Knowledge of such Company, represent the legal, valid and binding obligations of the other parties thereto, in accordance with their terms and subject, in each written warrantycase, guarantyto the Bankruptcy Exception. Such Company and its applicable Subsidiaries party to any Material Contracts have materially performed all obligations required to be performed by it pursuant to such Material Contracts and is not in violation or default under any Material Contract and, and to the Knowledge of the Company, no event has occurred that, with notice or lapse of time or both, would constitute a material default by such Company or its applicable Subsidiaries (as the case may be) under any of the Material Contracts. To the Knowledge of such Company, (A) no other similar undertaking party to any Material Contract is in breach of or default under any such Material Contract, nor has any other party exercised any termination rights with respect to contractual performance extended any Material Contracts, and (B) there are no existing threats of default, breaches or violations of any Material Contract by any of the Company and its subsidiaries other than in the ordinary course of business; and (xii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoingparty.

Contracts; No Defaults. (a) Schedule 3(v3.20(a) attached hereto contains a complete and an accurate list, and the Company has made available to the Purchaser true and complete copies, list of: (i) each Applicable Contract (as defined below) that involves the future performance of services or delivery of goods or materials by Seller with an aggregate value of an amount or value in excess of more than Twenty Five Thousand Dollars ($25,000), including Seller’s agreements with distributors; (ii) each Applicable Contract that involves future performance of services or delivery of goods or materials to Seller with an aggregate value of more than Twenty Five Thousand Dollars ($25,000); (iii) each Contract that was not entered into in the ordinary course of business or is not cancelable by the Company or a subsidiary of the Company business, consistent with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000past practice; (iiiiv) each lease, rental or occupancy agreementrental, occupancy, license, installment and installment, conditional sale agreement, and other Applicable or similar Contract or arrangement affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year)providing for future monthly rental payments; (ivv) each lease, rental, license, installment, conditional sale or similar Contract or arrangement affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any Tangible Personal Property providing for future monthly rental payments; (vi) each licensing agreement or other applicable Contract with respect to Seller’s Intellectual Property Rights and Licensed Rights (whether inbound or outbound), including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of the Intellectual Property Rights or Licensed Rights, but excluding licensing agreements or other applicable Contracts with respect to commercial, off-the-shelf software; (vii) each collective bargaining, employment, deferred compensation, severance and similar agreement, or any other type of Contract with any of Seller’s officers, directors or employees, other than Employee Benefit Plans; (viii) each franchise, joint venture, partnership, and other Applicable strategic alliance, co-marketing, co-promotion, co-packaging or joint development Contract (however named) or similar Contract involving a sharing of profits, losses, costs, costs or liabilities by the Company or any of its subsidiaries Seller with any other person or entityPerson; (vix) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing Seller or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing Seller to engage in any line of business or to compete with any person Person or entitywhich contain any exclusivity, non-competition, non-solicitation or no-hire provisions; (vix) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains goods or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000services; (xi) each Contract for capital expenditures; (xii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance by Seller extended by any Seller; (xiii) each Contract with a Government Body; (xiv) each other Contract, if any, with outstanding obligations owing to or from Seller in an amount in excess of the Company and its subsidiaries other than in the ordinary course of businessTwenty Five Thousand Dollars ($25,000); and (xiixv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Seller has delivered to Buyer accurate and complete copies of each written contract that is listed on Schedule 3.20(a); provided that with respect to form documents, Seller has delivered to Buyer a copy of the form document only. Schedule 3.20(a) sets forth, with respect to each such Contract, the parties thereto and the name and date thereof. (b) Except as set forth in Schedule 3.20(b), no Related Person of Seller has or may acquire any rights under, or has or may become subject to any Liability under, any Contract. (c) (i) Each Contract included in the Acquired Assets or the Assumed Liabilities is legal, valid, binding and enforceable against Seller, and to the Knowledge of Seller, against each other party thereto, is in full force and effect and will continue to be so legal, valid, binding and enforceable and in full force and effect following the assignment of such Contract at the Closing or pursuant to other arrangements in accordance with this Agreement, as the case may be, and (ii) Seller is not and, to Seller’s Knowledge, no other party is, in material breach or default, and, to the Knowledge of Seller, no event has occurred which would constitute (with or without notice or lapse of time or both) a material breach (or give rise to any right of termination, modification, cancellation or acceleration) under any such Contract. (d) There are no current renegotiations of, or to the Knowledge of Seller pending attempts to renegotiate, any material amounts paid or payable to Seller under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (e) Each Contract relating to the sale, design, manufacture or provision of products or services by Seller has been entered into in the ordinary course of business, consistent with past practice, of Seller and has been entered into without (i) the commission of any act alone or in concert with any other Person, or (ii) any consideration having been paid or promised, in each case in violation of any Legal Requirement.

Contracts; No Defaults. Schedule 3(v(a) attached hereto Section 4.12 of the Company Disclosure Letter contains a complete and accurate listlisting of all Contracts described in clauses (i) through (xvii) below to which, and as of the date of this Agreement, the Company has or any of its Subsidiaries is a party. True, correct and complete copies of the Contracts listed on Section 4.12 of the Company Disclosure Letter have been delivered to or made available to the Purchaser true and complete copiesAcquiror or its agents or representatives, of:together with all amendments thereto. (i) each Applicable Each Contract (as defined belowother than (x) that involves performance of services purchase orders issued by or delivery of goods to suppliers or materials of an amount or value in excess of $25,000; (ii) each Applicable Contract that was not customers entered into in the ordinary course of business and (y) Contracts of the type (without giving effect to dollar thresholds) described in other clauses of this Section 4.12(a)) that the Company reasonably anticipates will involve aggregate payments or is not cancelable consideration furnished by or to the Company or any of its Subsidiaries of more than $1,000,000 during calendar year 2016; (ii) Each note, debenture, other evidence of indebtedness, guarantee, loan, credit or financing agreement or instrument or other contract for money borrowed by the Company or a subsidiary any of the Company with no penalty upon advance notice of 30 days its Subsidiaries, including any agreement or less and that involves expenditures commitment for future loans, credit or receipts of the Company or its subsidiaries in excess of $5,000financing; (iii) Each Contract for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company or any of its Subsidiaries (other than in the ordinary course of business), in each case, involving payments in excess of $1,000,000, other than Contracts in which the applicable acquisition or disposition has been consummated and there are no material obligations ongoing; (iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting that provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in, in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or involves aggregate payments in excess of less than $5,000 and with terms of less than one 1,000,000 in any calendar year); (ivv) each Each joint ventureventure Contract, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costspartnership agreement, or liabilities by limited liability company agreement; (vi) Contracts with each current officer, director, or current employee or worker of or consultant to the Company or any of its subsidiaries with any Subsidiaries, who receives annual base compensation (excluding bonus and other person or entitybenefits) in excess of $300,000; (vvii) each Applicable Contract Contracts with any employee or consultant to the Company or any of its Subsidiaries that provide for change in control, retention or similar payments or benefits contingent upon, accelerated by or triggered by the consummation of the transactions contemplated by this Agreement; (viii) Contracts containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of its Subsidiaries prohibiting or limiting the foregoing or limit the freedom of any right of the Company and its subsidiaries or any affiliate of the foregoing its Subsidiaries to engage engage, compete or solicit any Person in any line of business or prohibiting or restricting their ability to compete conduct business with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by Person in any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstandinggeographic area; (ix) each Applicable Any Contracts either (x) to which the Company is a party or (y) to the knowledge of the Company, and relating to the voting of the equity interests or the election of directors, officers or managers, as applicable, of the Company or any of its Subsidiaries, or granting a right of first refusal, first offer or similar preferential right to purchase or acquire equity interests of the Company or any of its Subsidiaries; (x) Any collective bargaining agreement or Contract with any labor union, works council or other body representing employees of the Company or any of its Subsidiaries; (xi) Each Contract pursuant to which the Company or any of its Subsidiaries grants or permits or is granted or is permitted the right to use or register material Intellectual Property (other than standard form Contracts granting rights to use readily available shrink wrap or click wrap software), including license agreements, coexistence agreements, and covenants not to s▇▇; (xii) Each Contract requiring capital expenditures after the date of this Agreement in an amount in excess of $1,000,000 in any calendar year; (xiii) Any Contract that (A) grants to any third person any “most favored nation rights” or (B) grants to any third person price guarantees for a period greater than one year from the date of this Agreement and are reasonably anticipated to result in a liability of the Company and requires aggregate future payments to the Company or any of its Subsidiaries in excess of $1,000,000 per annum; (xiv) Any Contract entered into in the last twelve (12) months reflecting the settlement of any Legal Proceedings, other than (A) releases immaterial in nature or amount entered into with former employees or independent contractors of the Company or any of its Subsidiaries, in the ordinary course of business that contains consistent with past practice with the routine cessation of such employee’s or provides for an express undertaking by independent contractor’s employment or service, as applicable, with the Company or any of its Subsidiaries, (B) Contracts reflecting the settlement of any Legal Proceedings in which the liability is covered by insurance or (C) settlement Contracts for cash only (which have been paid) that do not exceed $1,000,000; (xv) Any power of attorney or agency agreement to which the Company or any of its Subsidiaries is a party (other than powers of attorney granted to local attorneys, agents or accountants or their respective firms for the purposes of registrations, filings or corporate formation, tax filings or administration matters for corporate entities) involving any payments by the Company in excess of $100,000; (xvi) Any Contract providing for indemnification (including any obligation to advance funds for expenses) of the current or former directors or officers of the Company or any of its Subsidiaries; and (xvii) Contracts involving the profit sharing of the Company or any of its Subsidiaries in excess of $500,000 in any given year. (b) As of the date of this Agreement, all of the Contracts listed pursuant to Section 4.12(a) are (i) in full force and effect and (ii) represent the legal, valid and binding obligations of the Company or one of its Subsidiaries party thereto and, to the knowledge of the Company, represent the legal, valid and binding obligations of the other parties thereto. Except, in each case, where the occurrence of such breach or default would not have, or would not reasonably be expected to have, a Company Material Adverse Effect, (x) the Company and its subsidiaries Subsidiaries have performed in all material respects all respective obligations required to be responsible for consequential damages; performed by them to date under such Contracts listed pursuant to Section 4.12(a) and neither the Company, any of its Subsidiaries nor, to the knowledge of the Company, any other party thereto is in material breach of or default under any such Contract, (xy) each Applicable Contract for capital expenditures in excess as of $25,000; (xi) each written warrantythe date of this Agreement, guarantyneither the Company nor any of its Subsidiaries has received any claim or notice of termination or breach of or default under any such Contract, and other similar undertaking with respect (z) to contractual performance extended by any the knowledge of the Company and its subsidiaries Company, no event has occurred which individually or together with other than events, would reasonably be expected to result in the ordinary course a material breach of business; and or a default under any such Contract (xii) in each amendmentcase, supplement, and modification (whether oral with or written) in respect without notice or lapse of any of the foregoingtime or both).

Contracts; No Defaults. (a) Schedule 3(v4.12(a) attached hereto contains a complete and accurate list, and the Company has made available to the Purchaser true and complete copies, of: listing of all Contracts described in clauses (i) each Applicable Contract through (ix) of this Section 4.12(a) to which, as defined belowof the date of this Agreement, the Company or any of its Subsidiaries is a party or by which any of their respective assets is bound (together with all material amendments, waivers or other changes thereto) that involves performance of services or delivery of goods or materials of an amount or value in excess of $25,000; (ii) each Applicable Contract that was not other than any purchase orders entered into in the ordinary course of business or and any Company Benefit Plans (all such Contracts as described in clauses (i) through (ix), collectively, the “Company Material Contracts”) (for the avoidance of doubt, Schedule 4.12(a) is not cancelable by required to list all amendments, waivers or other changes with respect to the Contracts listed therein). True, correct and complete copies of such Company Material Contracts (together with all material amendments, waivers or other changes thereto) in existence as of the date hereof have been delivered to or made available to SPAC or its agents or Representatives. (i) Each Contract relating to Indebtedness (including the amount of any undrawn but available commitments thereunder); (ii) Each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets the Company or a subsidiary any of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000Subsidiaries; (iii) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, agreement and each other Applicable Contract affecting with outstanding obligations that provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in, in any real or personal property (except personal property leases property, other than sales or purchase agreements in the ordinary course of business and installment and conditional sales agreements having a value per item or aggregate payments of less than $5,000 and with terms of less than one year)obsolete equipment; (iv) Each Contract requiring capital expenditures of the Company or its Subsidiaries after the date of this Agreement; (v) Each Contract prohibiting or restricting in any material respect the ability the Company or its Subsidiaries to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person, in each joint venturecase, partnershipin any material respect, other than customary restrictions with respect to the sale or delivery of products in certain geographical areas and other Applicable non-solicitation and no-hire provisions, in each case, entered into in the ordinary course of business; (vi) Each Contract (however namedexcluding (x) involving non-disclosure agreements entered into with employees and contractors in the ordinary course of business and (y) non-exclusive licenses granted in trademarks that are Owned Intellectual Property that are incidental to marketing, printing or advertising Contracts) under which the Company or any of its Subsidiaries (A) is a sharing licensee with respect to any item of profitsIntellectual Property that is material to the business of the Company or any of its Subsidiaries (excluding non-exclusive licenses in respect of commercially available, lossesunmodified, costs, “off-the-shelf software”) and (B) is a licensor or liabilities otherwise grants to a third party any rights to use any item of material Owned Intellectual Property (excluding non-exclusive licenses granted by the Company or any of its subsidiaries with any other person or entity; (v) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than Subsidiaries in the ordinary course of business and consistent with past practice); (vii) Each Contract under which the Company or any of its Subsidiaries has commissioned the development of Intellectual Property by a third party that contains or provides for an express undertaking by any is material to the business of the Company and or any of its subsidiaries Subsidiaries (other than pursuant the Company’s or any of its Subsidiaries’ standard form employee invention assignment or consulting or independent contractor agreements, copies of which have been provided to be responsible for consequential damagesSPAC); (xviii) each Applicable Each employment Contract with any individual that provides for capital expenditures the payment or accelerated vesting of any compensation or benefits in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking connection with respect to contractual performance extended by any the consummation of the Company and its subsidiaries other than in the ordinary course Transactions, including any severance, retention, change of businesscontrol, transaction, or similar payments; and (xiiix) Any commitment to enter into agreement of the type described in clauses (i) through (viii) of this Section 4.12(a). (b) Except for any Contract that has terminated, or will terminate, upon the expiration of the stated term thereof prior to the Closing Date and except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date of this Agreement, each amendment, supplement, and modification Company Material Contract is (whether oral or writteni) in respect full force and effect and (ii) represents the legal, valid and binding obligations the Company or one of its Subsidiaries that is a party thereto and, to the knowledge the Company, represents the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date hereof, (w) neither the Company, any of its Subsidiaries nor, to the foregoingknowledge the Company, any other party thereto is or is alleged to be in breach of or default under any Company Material Contract (x) neither the Company nor any of its Subsidiaries has received any written claim or notice of breach of or default under any such Contract that remains unresolved and (y) to the knowledge the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Contract (in each case, with or without notice or lapse of time or both).

Contracts; No Defaults. Schedule 3(v(a) attached hereto Part 2.18(a) of the Disclosure Letter contains a complete and accurate list, and the Company has made available Sellers have delivered to the Purchaser Buyers true and complete copies, of all Applicable Contracts which have not been fully performed and for which obligations are still outstanding, of: (i) each Applicable Contract (as defined below) for which work is still to be performed or services or goods are still to be provided that involves performance of services or delivery of goods or materials by any Acquired Company of an amount or value in excess of $25,00050,000; (ii) each Applicable Contract that was not entered into in the ordinary course of business for which work is still to be performed or is not cancelable by the Company services or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and goods are still to be provided that involves expenditures or receipts performance of the Company or its subsidiaries services from a subcontractor in excess of $5,00050,000; (iii) each Applicable Contract that involves capital expenditures of any Acquired Company in excess of $50,000; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year1,000 per month); (ivv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employment; (vii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the any Acquired Company or any of its subsidiaries with any other person or entityPerson; (vviii) each Applicable Contract containing covenants that in any way purport to restrict the any Acquired Company’s business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Acquired Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of the Company and its subsidiaries; (viiix) each Applicable Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viiix) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ixxi) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by any of the Acquired Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xixii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any of the Acquired Company and its subsidiaries other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 2.18(a) of the Disclosure Letter sets forth information regarding such Applicable Contracts, including the parties to the Applicable Contracts, the date of such Applicable Contracts and the Acquired Company's office where details relating to the Applicable Contracts are located. (b) Except as set forth in Part 2.18(b) of the Disclosure Letter: (i) no Seller has or may acquire any rights under, and no Seller or any shareholder of FCC has or may become subject to any obligation or liability under, any Applicable Contract that relates to the business of, or any of the assets owned, leased or used by, any Acquired Company; and (ii) to the Knowledge of the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 2.18(c) of the Disclosure Letter: (i) each Contract identified or required to be identified in Part 2.18(a) of the Disclosure Letter is in full force and effect; and (ii) to the Knowledge of the Acquired Companies, no Contract identified or required to be identified in Part 2.18(a) of the Disclosure Letter contains any term or requirement that is not customary in the industries in which the Acquired Companies operate. (d) Except as set forth in Part 2.18(d) of the Disclosure Letter: (i) each Acquired Company is in material compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned, leased or used by such Acquired Company is or was bound; (ii) to the Knowledge of the Acquired Companies, each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is in material compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of the Acquired Companies, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) 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, possible, or potential violation or breach of, or default under, any Contract. (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed contracts with any Person having the contractual or statutory right to demand or require such renegotiation and, to the Knowledge of each Acquired Company and Seller, no such Person has made written demand for such renegotiation. (f) To the Knowledge of the Acquired Companies, the Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or is reasonably likely to be in violation of any Legal Requirement.

Contracts; No Defaults. Schedule 3(v(A) SCHEDULE 3(w) attached hereto contains a complete and accurate list, and the Company has made available to the Purchaser true and complete copies, of: (i) 1. each Applicable Contract (as defined below) that involves performance of services or delivery of goods or materials of an amount or value in excess of $25,000; (ii) 2. each Applicable Contract that was not entered into in the ordinary course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) 3. each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year); (iv) 4. each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entity; (v) 5. each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) 6. each employment or consulting agreement of the Company and its subsidiaries; subsidiaries (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goodsunwritten at will employment arrangements); (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of business; and (xii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.

Contracts; No Defaults. Schedule 3(v(a) attached hereto Section 5.10 of the Purchaser Disclosure Letter contains a complete and accurate listlisting of all Contracts described in clauses (i) through (vii) below to which, and as of the Company has made available to date of this Agreement, any of the Purchaser true Entities is a party, for the sake of clarity, not including any Benefit Plan, purchase orders and complete copiesinvoices or any Purchaser Entity Benefit Plans (each such Contract, of:a “Purchaser Material Contract”). (i) Each joint venture Contract, partnership agreement or limited liability company agreement with a third party (in each Applicable Contract (case, other than with respect to wholly owned Subsidiaries of Purchaser), in each case that is material to the business and operations of the Purchaser Entities, taken as defined below) that involves performance of services or delivery of goods or materials of an amount or value in excess of $25,000a whole; (ii) each Applicable Contract that was not entered into (A) the Purchaser Convertible Senior Notes Indenture and (B) the Capped Call Documentation; (iii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money, extension of credit in excess of $500,000, other than (A) accounts receivable and accounts payable in the ordinary course of business and (B) loans to or is not cancelable by the Company between direct or a subsidiary indirect wholly-owned Subsidiaries of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year)Purchaser; (iv) each joint venture, partnership, and other Applicable Each Contract (however named) involving a sharing containing covenants expressly limiting in any material respect the freedom of profits, losses, costs, or liabilities by the Company or any of its subsidiaries Purchaser Entities to compete with any Person in a product line or line of business or to operate in any geographic area, including Contracts that contain a “exclusivity” provision (in each case, other person than (A) confidentiality agreements entered into in the Ordinary Course of Business, (B) inbound licenses to Intellectual Property required to be scheduled pursuant to Section 5.10(a)(v)(x) and (C) covenants not to assert, ▇▇▇ or entitychallenge); (v) each Applicable Each Contract containing covenants that in any way purport is material to restrict the business activity of any of the Company Purchaser Entities, taken as a whole, pursuant to which a Purchaser Entity: (x) licenses material Intellectual Property from a third party, other than (i) click-wrap, shrink-wrap and its subsidiaries off-the-shelf software licenses and (ii) any other non-exclusive software licenses that are commercially available on reasonable terms to the public generally; (y) grants a license to any third party to use any Business Intellectual Property (other than non-exclusive licenses to customers, distributors or any affiliate other service providers in the Ordinary Course of the foregoing Business); or limit the freedom (z) grants or is a recipient of any of the Company a covenant not to ▇▇▇ or assert, or immunity from suit, with respect to Intellectual Property (including trademark coexistence agreements and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entitysettlement agreements); (vi) each employment Each Contract (A) that contains a “most-favored-nation” clause or consulting agreement similar term pursuant to which the Purchaser Entities provide material preferential pricing or treatment to any other Person or (B) that grants any put option, call option, right of first refusal or right of first offer with respect to any material assets of the Company and its subsidiariesPurchaser Entities; (vii) each Applicable Each Contract providing for payments that would be required to or be filed by any person or entity based on sales, purchases, or profits, other than direct payments for goods;the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K promulgated by the SEC. (viiib) each power of attorney executed by any As of the Company date of this Agreement, all of the Purchaser Material Contracts are (i) in full force and its subsidiaries that is currently effective effect, subject to the Enforceability Exceptions, and outstanding; (ixii) represent the valid and binding obligations of the Purchaser Entity party thereto and, to the Knowledge of Purchaser, represent the valid and binding obligations of the other parties thereto. Except, in each Applicable Contract entered into other than case, where the occurrence of such breach or default would not reasonably be expected to have, individually or in the ordinary course of business that contains or provides for an express undertaking by any aggregate, a Purchaser Material Adverse Effect, as of the Company and its subsidiaries to be responsible for consequential damages; date of this Agreement, (x) each Applicable Contract for capital expenditures neither the Purchaser Entities nor, to the Knowledge of Purchaser, any other party thereto is in excess breach of $25,000; or default under any such Contract, (xiy) each written warranty, guarantythe Purchaser Entities have not received any claim or notice of material breach of or material default under any such Contract, and other similar undertaking (z) to the Knowledge of Purchaser, no event has occurred that would reasonably be expected to result in a breach of or a default under any such Contract (in each case, with respect to contractual performance extended by any or without notice or lapse of the Company and its subsidiaries other than in the ordinary course of business; and (xii) each amendment, supplement, and modification (whether oral time or written) in respect of any of the foregoingboth).

Contracts; No Defaults. (a) Part 3.17(a) of the Company Disclosure Schedule 3(v) attached hereto contains lists, and, except to the extent filed in full without redaction as an exhibit to a complete and accurate listFiled Company SEC Report, and the Company has made available delivered to Parent copies of, each Acquired Corporation Contract and other instrument or document (including any amendment to any of the Purchaser true and complete copies, of:following): (i) each Applicable Contract described in paragraphs (as defined belowb)(3), (b)(4), (b)(9) that involves performance or (b)(10) of services or delivery Item 601 of goods or materials Regulation S-K of an amount or value in excess of $25,000the SEC; (ii) each Applicable Contract that was with any director, officer or affiliate of any Acquired Corporation; (iii) evidencing, governing or relating to indebtedness for borrowed money; (iv) not entered into in the ordinary course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year); (iv) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entity25,000; (v) each Applicable Contract containing covenants that in any way purport purports to restrict the business activity of any of the Company and its subsidiaries Acquired Corporation or any affiliate of the foregoing their affiliates, or to limit the freedom of any of the Company and its subsidiaries Acquired Corporation or any affiliate of the foregoing their affiliates to engage in any line of business or to compete with any person Person or entityin any geographic area or to hire or retain any Person; (vi) each relating to the employment of, or consulting agreement the performance of services by, any employee or consultant, or pursuant to which any of the Company and its subsidiariesAcquired Corporations is or may become obligated to make any severance, termination or similar payment to any current or former employee or director, or pursuant to which any of the Acquired Corporations is or may become obligated to make any bonus or similar payment (other than payments constituting base salary) in excess of $10,000 to any current or former employee or director; (vii) each Applicable (A) relating to the acquisition, transfer, development, sharing or licensing of any Proprietary Rights (except for any Contract providing for payments pursuant to which (1) any Proprietary Right is licensed to any of the Acquired Corporations under any third-party software license generally available to the public, or (2) any Proprietary Right is licensed by any person of the Acquired Corporations to any Person on a nonexclusive basis); or entity based on sales, purchases, or profits, other than direct payments for goods(B) of the type referred to in Section 3.9(e); (viii) each power providing for indemnification of attorney executed by any of the Company and its subsidiaries that is currently effective and outstandingofficer, director, employee or agent; (ix) each Applicable Contract entered into (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing any of the Acquired Corporations with any right of first refusal with respect to, or right to repurchase or redeem, any securities, except for Contracts evidencing Company Stock Options; (x) incorporating or relating to any guaranty, any warranty or any indemnity or similar obligation, except for Contracts substantially identical to the standard forms of end user licenses previously delivered by the Company to Parent; (xi) relating to any currency hedging; (xii) (A) imposing any confidentiality obligation on any of the Acquired Corporations or any other than Person, or (B) containing “standstill” or similar provisions; (xiii) except in the ordinary course of business and consistent with past practices (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or (B) directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between any Acquired Corporation and any contractor or subcontractor to any Governmental Body); (xiv) requiring that contains or provides for an express undertaking by any of the Company and its subsidiaries Acquired Corporations give any notice or provide any information to be responsible for consequential damagesany Person prior to considering or accepting any Acquisition Proposal or similar proposal, or prior to entering into any discussions, agreement, arrangement or understanding relating to any Acquisition Transaction or similar transaction; (xxv) each Applicable Contract for capital expenditures contemplating or involving the payment or delivery of cash or other consideration in an amount or having a value in excess of $25,0001 million in the aggregate, or contemplating or involving the performance of services having a value in excess of $500,000 in the aggregate; (xixvi) each written warrantythat would reasonably be expected to have a material effect on the business, guarantycondition, and other similar undertaking with respect to contractual capitalization, assets, liabilities, operations or financial performance extended by of any of the Company and its subsidiaries other than in Acquired Corporations or on any of the ordinary course of businesstransactions contemplated by this Agreement; and (xiixvii) each amendmentany other Contract, supplementif a breach of such Contract would reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Each of the foregoing is a “Material Contract.” (b) Each Material Contract is valid and in full force and effect, and modification is enforceable in accordance with its terms. (whether oral c) Except as set forth in Part 3.17(c) of the Company Disclosure Schedule: (i) none of the Acquired Corporations has violated or writtenbreached, or committed any default under, any Acquired Corporation Contract, except for violations, breaches and defaults that have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations; and, to the Company’s Knowledge, no other Person has violated or breached, or committed any default under, any Acquired Corporation Contract, except for violations, breaches and defaults that have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations; (ii) to the Company’s Knowledge, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will or would reasonably be expected to, (A) result in respect a violation or breach of any of the foregoingprovisions of any Acquired Corporation Contract, (B) give any Person the right to declare a default or exercise any remedy under any Acquired Corporation Contract, (C) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Acquired Corporation Contract, (D) give any Person the right to accelerate the maturity or performance of any Acquired Corporation Contract, (E) result in the disclosure, release or delivery of any Acquired Corporation Source Code, or (F) give any Person the right to cancel, terminate or modify any Acquired Corporation Contract, except in each such case for defaults, acceleration rights, termination rights and other rights that have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations; and (iii) since January 1, 2010, none of the Acquired Corporations has received any notice or other communication regarding any actual or possible violation or breach of, or default under, any Acquired Corporation Contract, except in each such case for defaults, acceleration rights, termination rights and other rights that have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations.

Contracts; No Defaults. (a) Schedule 3(v2.19(a) attached hereto contains a an accurate and complete and accurate list, and the Company Seller has made available delivered to the Purchaser true Buyer accurate and complete copies, of: (i) each Applicable Seller Contract (as defined below) that involves performance of services or delivery of goods or materials by Seller of an amount or value in excess of fifty thousand dollars ($25,00050,000) annually; (ii) each Applicable Seller Contract that involves performance of services or delivery of goods or materials to Seller of an amount or value in excess of fifty thousand dollars ($50,000) annually; (iii) each Seller Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less Business and that involves expenditures or receipts of the Company or its subsidiaries Seller in excess of twenty thousand dollars ($5,00020,000) annually; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Seller Contract affecting the ownership of, leasing of, title to, use of, of or any leasehold or other interest in, 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 twenty thousand dollars ($5,000 20,000) annually and with terms a term of less than one year); (ivv) each joint ventureSeller Contract with any labor union or other employee representative of a group of employees relating to wages, partnership, hours and other Applicable conditions of employment; (vi) each Seller Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by the Company or any of its subsidiaries Seller with any other person or entityPerson; (vvii) each Applicable Seller Contract containing covenants that in any way purport to restrict the Seller’s business activity of any of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing Seller to engage in any line of business or to compete with any person or entityPerson; (viviii) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Seller Contract providing for payments to or by any person or entity Person based on sales, purchases, purchases or profits, other than direct payments for goodsgoods or services; (viiiix) each power of attorney executed by any of the Company and its subsidiaries Seller that is currently effective and outstanding; (ixx) each Applicable Seller Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by any of the Company and its subsidiaries Seller to be responsible for consequential damages; (xxi) each Applicable Seller Contract for capital expenditures in excess of twenty thousand dollars ($25,00020,000); (xixii) each Seller Contract not denominated in U.S. dollars; (xiii) each written warranty, guaranty, and guaranty and/or other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries Seller other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiv) each amendment, supplement, supplement and modification (whether oral or written) in respect of any of the foregoing. Schedule 2.19(a) sets forth the parties to the Contracts and the dates of the Contracts. (b) Except as set forth in Schedule 2.19(b), no Shareholder has or may acquire any rights under, and no Shareholder has or may become subject to any obligation or liability under, any Contract that relates to the business of Seller or any of the Assets. (c) Except as set forth in Schedule 2.19(c): (i) each Contract identified or required to be identified in Schedule 2.19(a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms; (ii) each Contract identified or required to be identified in Schedule 2.19(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Contract identified or required to be identified in Schedule 2.19(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a material adverse effect on the business, assets or condition of Seller or the business to be conducted by Buyer with the Assets. (d) Except as set forth in Schedule 2.19(d): (i) Seller is, and at all times since December 31, 2016 has been, in material compliance with all applicable terms and requirements of each Seller Contract which is being assumed by Buyer; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to Buyer is, and at all times since December 31, 2016, has been, in full compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with or result in a Breach of, or give Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyer; (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since December 31, 2016, any notice or other communication (whether oral or written) regarding any actual, alleged, possible or potential violation or Breach of, or default under, any Contract which is being assigned to or assumed by Buyer. (e) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Contract relating to the sale, design, manufacture or provision of products or services by Seller has been entered into in the Ordinary Course of Business of Seller and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Part 3.17(a) of the Disclosure Schedule 3(v) attached hereto contains a complete and accurate list, and the Company PEC has made available delivered to the Purchaser EAUTOCLAIMS true and complete copies, of: (i) each Applicable written Contract (as defined below) that involves performance of services or delivery of goods or materials by PEC of an amount or value in excess of $25,00025,000.00; (ii) each Applicable Contract that was not entered into in the ordinary course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and agreement or other Applicable Contract agreement affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property property; (except personal property leases and installment and conditional sales iii) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, software, or other intellectual property, including agreements having a value per item with current or aggregate payments former employees, consultants, or contractors regarding the appropriation or the non-disclosure of less than $5,000 and with terms any of less than one year)the Intellectual Property Assets; (iv) each joint venture, strategic alliance, partnership, and other Applicable Contract (however named) involving a sharing of product design and development, profits, losses, costs, or liabilities by the Company or any of its subsidiaries PEC with any other person or entityPerson; (v) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing PEC or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing PEC to engage in any line of business or to compete with any person or entityPerson; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity Person based on production, sales, purchases, or profits, other than direct payments for goodsgoods including any manufacturing license, product distribution, and sales representation agreements; (viiivii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by any of the Company and its subsidiaries PEC to be responsible for consequential damages; (xviii) each Applicable Contract for capital expenditures in excess of $25,000; 25,000.00; and (xiix) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries PEC other than in the ordinary course Ordinary Course of businessBusiness. (b) Except as set forth in Part 3.17(b) of the Disclosure Schedule: (i) neither of the Stockholders nor a Related Person of either Stockholder has or may acquire any rights under, and neither Stockholder has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, PEC; and (xiiii) to the Knowledge of Stockholders and PEC, no officer, director, agent, employee, consultant, or contractor of PEC is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of PEC, or (B) assign to PEC or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.17(c) of the Disclosure Schedule, each amendmentContract identified or required to be identified in Part 3.17(a) of the Disclosure Schedule is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in Part 3.17(d) of the Disclosure Schedule: (i) PEC is in full compliance with all applicable terms and requirements of each Contract under which PEC has or had any obligation or liability or by which PEC or any of the assets owned or used by PEC is or was bound; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, supplementconflict with, and modification or result in a violation or breach of, or give PEC the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract; and (iii) PEC has not given to, or received from, any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. (e) The Contracts relating to the sale,design, manufacture, or provision of products or services by PEC have been entered into in respect the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of the foregoingany Legal Requirement.

Contracts; No Defaults. Schedule 3(v(a) attached hereto Section 4.16(a) of the Company Disclosure Letter contains a complete and accurate listlisting of all Contracts described in clauses (i) through (xxiii) below to which, and as of the date of this Agreement, the Company has or any of the Company’s Subsidiaries is a party or by which they are bound, other than a Company Benefit Plan. True, correct and complete copies of the Contracts listed on Section 4.16(a) of the Company Disclosure Letter have previously been delivered to or made available to the Purchaser true and complete copiesAcquiror or its Representatives, of:together with all amendments thereto. (i) each Applicable Contract (as defined below) that involves performance of services or delivery of goods or materials Any Contracts relating to voting and other rights and obligations of an amount or value in excess equity holder of $25,000the Company and/or of any of its Subsidiaries; (ii) each Applicable Any Contracts relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares in the capital of the Company and/or of any Subsidiary or other securities or any options, warrants or other rights to purchase or otherwise acquire any such shares in the capital of the Company or any of its Subsidiaries; (iii) Any Contract that was not involving the formation of a partnership, joint venture, special purpose vehicle or other similar Person or profit-sharing arrangement; (iv) Any Contract with any of the Top Customers or the Top Vendors (other than purchase orders, invoices, statements of work and non-disclosure or similar agreements entered into in the ordinary course of business consistent with past practice that do not contain any material terms relating to the Contract underlying the applicable Top Customer or is not cancelable Top Vendor relationship); (v) Each note, debenture, other evidence of Indebtedness, guarantee, loan, credit or financing agreement or instrument or other Contract for money borrowed by the Company or a subsidiary any of the Company’s Subsidiaries, including any agreement or commitment for future loans, credit or financing, and any security package granted in connection thereto, in each case, in excess of $250,000; (vi) Any Contract pursuant to which the Company or any of the Company’s Subsidiaries has provided funds or made any advance, loan, or assumed, guaranteed or agreed to act as a surety with no penalty upon advance notice respect to any Indebtedness of 30 days any Person; (vii) Each Contract for the acquisition of any Person or less and that involves expenditures any business unit thereof or receipts the disposition of any material assets of the Company or any of its subsidiaries Subsidiaries in the last three (3) years, in each case, involving payments in excess of $5,000250,000, other than Contracts (A) in which the applicable acquisition or disposition has been consummated and there are material obligations ongoing, or (B) between the Company and its wholly-owned Subsidiaries; (iiiviii) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting that provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in, in any real or tangible personal property (except personal property leases and installment and conditional sales agreements having a value per item or that involves aggregate payments in excess of less than $5,000 and with terms of less than one 100,000 in any calendar year); (ivix) each joint ventureAny Contracts with any Key Person; (x) Contracts (other than Contracts with Key Persons, partnershipCompany Benefit Plans, employee confidentiality and other Applicable Contract invention assignment agreements, equity documents and Governing Documents) between (however named1) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with Subsidiaries, and (2) any other person Subsidiary or entity; Affiliate of the Company, or any officer, director or manager (vor equivalent) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate Subsidiary or Affiliate of the Company, any member or stockholder (or equivalent) of the Company or any Subsidiary or Affiliate of the Company, or any employee of the Company or any Subsidiary or Affiliate of the Company, or any member of the immediate family of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000Persons; (xi) each written warranty, guaranty, and other similar undertaking Contracts with respect to contractual performance extended by any Employee or consultant of the Company or any of the Company Company’s Subsidiaries (including directors, officers and its subsidiaries individual independent contractors) that (A) involve aggregate consideration in excess of $100,000 that provide for change in control, retention or similar payments or benefits contingent upon, accelerated by or triggered by the consummation of the transactions contemplated hereby or (B) otherwise restrict the Company’s or the Company’s Subsidiaries ability to terminate the Contract on thirty (30) days’ notice or less for any reason without paying or providing severance, termination or other similar payments or benefits (other than as required by applicable Law); (xii) Contracts containing covenants of the Company or any of the Company’s Subsidiaries materially (A) prohibiting or limiting the right of the Company or any of the Company’s Subsidiaries to engage in or compete with any Person in any line of business, (B) prohibiting or restricting the Company’s or any of the Company’s Subsidiaries’ ability to conduct their business with any Person in any geographic area or during any period of time, (C) prohibiting or restricting the Company’s or any of the Company’s Subsidiaries’ ability to purchase or acquire an interest in any other Person, or (D) which otherwise include non-solicitation clauses or covenants not to sue (but excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses); (xiii) Any collective bargaining (or similar) agreement or Contract between the Company or any of the Company’s Subsidiaries, on one hand, and any labor union, works council, or other body representing Employees of the Company or any of the Company’s Subsidiaries, on the other hand; (xiv) Each Contract: (A) pursuant to which the Company or any of its Subsidiaries receives from a third Person a license or the right to use any Intellectual Property Rights or IT Systems material to the business of the Company or any of the Company’s Subsidiaries; or (B) pursuant to which the Company or any of the Company’s Subsidiaries grants to a third Person a license or right to use any Intellectual Property Rights material to the business of the Company or any of the Company’s Subsidiaries, other than, in each case, (1) Contracts granting nonexclusive licenses or rights to use Company Owned IP in the ordinary course of business; (2) shrink-wrap, click-wrap and off-the-shelf software licenses, and other Contracts granting the Company or any of its Subsidiaries a nonexclusive license or other right to use software that is commercially available to the public generally, with one-time or annual license, maintenance, subscription and other fees of less than $100,000; and (3) non-disclosure agreements entered into in the ordinary course of business; (xv) Any Contract relating to the purchase of engineering or design services, other than those Contracts under which no further services are due; (xvi) Each Contract requiring capital expenditures by the Company or any of the Company’s Subsidiaries after the date of this Agreement in an amount in excess of $250,000 in any calendar year; (xvii) Any Contract, including without limitation any Grant or cooperative agreement, with any Governmental Authority, including any economic development corporation, to which any the Company or any of the Company’s Subsidiaries is a party that involve payments by or to the Company or the relevant Company’s Subsidiary; (xviii) All broker, distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts or arrangements that are material to the business of the Company and the Company’s Subsidiaries, individually or in the aggregate, taken as a whole; (xix) Any Contract that (A) grants to any third Person any “most favored nation rights” or (B) grants to any third Person price guarantees for a period greater than one (1) year from the date of this Agreement and requires aggregate future payments to the Company and its Subsidiaries in excess of $250,000 in any calendar year; (xx) Contracts granting to any Person (other than the Company or its Subsidiaries) a right of first refusal, first offer or similar preferential right to purchase or acquire equity interests in the Company or any of the Company’s Subsidiaries; (xxi) Any Contract involving any exchange traded, over the counter or other swap, cap, floor, collar, futures contract, forward contract, option or other derivative financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, including currencies, interest rates, foreign currency and indices; (xxii) Any Contract which relates to a material settlement of Actions or any other disputes (including any agreement pursuant to which any employment-related claim is settled); and (xiixxiii) Any outstanding written commitment to enter into any Contract of the type described in clauses (i) through (xxii) of this Section 4.16(a). (b) Except for any Contract that will terminate upon the expiration of the stated term thereof prior to the Closing Date, all of the Contracts listed pursuant to Section 4.16(a) in the Company Disclosure Letter are (i) in full force and effect and (ii) represent the legal, valid and binding obligations of the Company or the Subsidiary of the Company party thereto and, to the knowledge of the Company, represent the legal, valid and binding obligations of the counterparties thereto. Except, in each amendmentcase, supplementwhere the occurrence of such breach or default or failure to perform would not be material to the business of the Company and its Subsidiaries, taken as a whole, (x) the Company and its Subsidiaries have performed in all respects all respective obligations required to be performed by them to date under such Contracts listed pursuant to Section 4.16(a) and neither the Company, the Company’s Subsidiaries, nor, to the knowledge of the Company, any other party thereto is in breach of or default under any such Contract, (y) during the last twelve (12) months, neither the Company nor any of its Subsidiaries has received any written claim or written notice of termination, breach of or default under any such Contract, and modification (whether oral or writtenz) in respect of any to the knowledge of the foregoingCompany, no event has occurred which individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Contract by the Company or its Subsidiaries or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both).

Contracts; No Defaults. Schedule 3(v(a) attached hereto Section 4.12(a) of the Panavision Disclosure Letter contains a complete and accurate listlisting of all Contracts described in clauses (i) through (xxi) below to which any member of the Panavision Group is a party or by which any member of the Panavision Group is bound, and in each case, as of the Company has made available to date of this Agreement (collectively, the Purchaser true and complete copies, of:“Panavision Material Contracts”): (i) each Applicable Contract Contracts (as defined belowother than non-continuing purchase orders and any Contracts with a term of less than six (6) that involves performance months) with (i) any of services the Top Panavision Customers or delivery of goods or materials of an amount or value in excess of $25,000(ii) the Top Panavision Vendors; (ii) Contracts evidencing Indebtedness, in each Applicable Contract that was case, involving an outstanding balance or amount in excess of $500,000; (iii) Contracts for the acquisition or disposition of any equity interests in, or any business unit or material assets of, any Person (other than Inventory in the ordinary course of business), in each case, whether by merger, consolidation, combination, the purchase or sale of stock or assets or otherwise, involving payments in excess of $1,000,000, other than Contracts in which the applicable acquisition or disposition has been consummated and there are no material obligations ongoing with respect to any member of the Panavision Group; (iv) all leases, lease guaranties, subleases, sub-subleases, licenses, concession Contracts, occupancy Contracts and other Contracts for the leasing, use or occupancy of the Panavision Leased Real Property (other than any co-location, access or similar arrangements or agreements with respect to the use of Panavision Leased Real Property in the ordinary course of business) (collectively, the “Panavision Real Property Leases”); (v) Contracts pursuant to which any member of the Panavision Group is a lessor of any personal property (including Inventory) involving payments in excess of $500,000 in any calendar year after the date hereof; (vi) Contracts creating or governing any joint venture, partnership or limited liability company with any Person who is not a member of the Panavision Group (excluding, for the avoidance of doubt, Contracts with suppliers, customers and distributors of the Panavision Group entered into in the ordinary course of business business); (vii) Contracts between or is not cancelable by the Company or a subsidiary among any members of the Company Panavision Group, except for those entered into in the ordinary course of business; (viii) Contracts with no penalty upon advance notice (A) any current officer, employee or individual who is an independent contractor of 30 days or less and that involves expenditures or receipts any member of the Company or its subsidiaries Panavision Group who receives annual base compensation (excluding bonus and other benefits) in excess of $5,000200,000 or (B) any employee or individual who is an independent contractor of any member of the Panavision Group that provide for change in control, retention or similar bonuses; (iiiix) each lease, rental Contracts containing (A) covenants prohibiting or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year); (iv) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entity; (v) each Applicable Contract containing covenants that limiting in any way purport to restrict material respect the business activity right of any member of the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing Panavision Group to engage in any line of business in any geographic area or to compete with any person Person or entity; (viB) each employment any exclusive rights, rights of first refusal or consulting agreement rights of first offer in favor of any Person who is not a member of the Company and its subsidiaries; (vii) each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damagesPanavision Group; (x) each Applicable Contract for capital expenditures stockholder agreements, investor rights agreements, registration rights agreements, voting agreements or trusts, proxies or other Contracts or understandings in excess effect with respect to the voting, ownership, acquisition or transfer of $25,000any equity interests in any member of the Panavision Group (including Contracts relating to rights of first refusal, co-sale rights or drag-along rights with respect to any equity interests in any member of the Panavision Group); (xi) each written warrantycollective bargaining agreements or Contracts with any labor union, guaranty, and works council or other similar undertaking with respect to contractual performance extended by body representing employees of any member of the Company and its subsidiaries Panavision Group; (xii) Contracts (including license agreements) pursuant to which any member of the Panavision Group (A) grants to a third Person the right to use material Intellectual Property of the Panavision Group or (B) is granted by a third Person the right to use Intellectual Property that is material to the Panavision Group (in each case other than Contracts containing non-exclusive rights to Intellectual Property granted or received by the Panavision Group in the ordinary course of business); (xiii) Contracts requiring, or the performance of which is reasonably expected to result in, capital expenditures after the date of this Agreement in an amount in excess of $500,000 in any calendar year; (xiv) Contracts that grant to any third Person (A) any “most favored nation” rights with respect to pricing or (B) price guarantees for a period greater than one year from the date of this Agreement and require aggregate future payments to any member of the Panavision Group in excess of $300,000 in any calendar year; (xv) Contracts entered into since January 1, 2015 reflecting the settlement of any Actions involving the payment or receipt of greater than $150,000 individually after the date hereof, that subject any member of the Panavision Group to any material non-monetary obligation or that are otherwise, individually or in the aggregate, material to the Panavision Group, taken as a whole; (xvi) any power of attorney or similar agreement to which any member of the Panavision Group is a party (other than any power of attorney or similar agreement granted (A) to local attorneys, agents or accountants or their respective firms for the purposes of registrations, filings or corporate formation, Tax filings or administration matters for corporate entities or other similar matters (including any such agreement or arrangement relating to the import or export of products with a customs broker or other similar representative) or (B) with respect to any other member of the Panavision Group) involving any payments after the date hereof, by any member of the Panavision Group; (xvii) interest rate, currency or other hedging Contracts; (xviii) any Panavision Related Party Contract; (xix) any Government Contract involving payments by or to any member of the Panavision Group in excess of $250,000 in the portion of the year in which the Closing occurs or that are reasonably expected to involve payments by or to any member of the Panavision group in excess of $250,000 in the calendar year 2018 or any future calendar year; (xx) sales agency, manufacturer’s representative, marketing or distributorship Contracts, in each case involving payments by or to any member of the Panavision Group in excess of $250,000 in the calendar year immediately preceding the date of this Agreement or the portion of the year in which the Closing occurs or that are reasonably expected to involve payment by or to any member of the Panavision Group in excess of $250,000 in the calendar year 2018 or any future calendar year; and (xiixxi) Contracts (other than non-continuing purchase orders) not of the types described above in this Section 4.12(a) that (A) involve consideration in excess of $750,000 in the calendar year immediately preceding the date hereof or that are reasonably expected to involve consideration in excess of $750,000 in the calendar year 2018 or any future calendar year and (B)(1) that are, in each amendmentcase, supplementnot terminable without penalty upon less than ninety (90) days’ prior written notice by the applicable member of the Panavision Group or (2) that require performance by any party more than one (1) year from the date of this Agreement. (b) True, correct and modification complete copies of the written Panavision Material Contracts have been made available to Acquiror or its Representatives, together with all amendments and modifications thereto. As of the date of this Agreement, all of the Panavision Material Contracts are (whether oral or writteni) in respect of any full force and effect and (ii) represent the legal, valid and binding obligations of the foregoingmember of the Panavision Group party thereto and, to the Knowledge of Panavision, each of the other parties thereto. As of the date of this Agreement, each member of the Panavision Group has performed in all material respects all respective material obligations required to be performed by it under the Panavision Material Contracts as of the date hereof and no member of the Panavision Group or, to the Knowledge of Panavision, any other party thereto is in material breach of or material default under any Panavision Material Contract. As of the date of this Agreement, no member of the Panavision Group has received any written claim or notice of termination or material breach of or material default under any Panavision Material Contract and, to the Knowledge of Panavision, no event has occurred that, individually or in the aggregate, would reasonably be expected to result in a material breach of or a material default under any Panavision Material Contract (in each case, with or without notice or lapse of time or both).

Contracts; No Defaults. Schedule 3(v(a) attached hereto Part 3.17(a) contains a an accurate and complete and accurate list, and the Company Seller has made available delivered to the Purchaser true Buyer accurate and complete copies, of: (i) each Applicable Seller Contract (as defined below) that involves performance of services or delivery of goods or materials of an amount or value in excess of $25,000by Seller; (ii) each Applicable Seller Contract that involves performance of services or delivery of goods or materials to Seller or any Related Person of Seller; (iii) each Seller Contract that was not entered into in the ordinary course Ordinary Course of business or is not cancelable by the Company or a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000Business; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Seller Contract affecting the ownership of, leasing of, title to, or use of, or of any leasehold or other 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 $5,000 and with terms of less than one year)Asset; (ivv) each joint venture, partnership, and other Applicable Seller Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries Seller with any other person or entityPerson; (vvi) each Applicable Seller Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or any affiliate of the foregoing Business or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing Seller to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiariesPerson; (vii) each Applicable Seller Contract providing for payments to or by any person or entity Person based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries Seller that is currently effective and outstanding; (ix) each Applicable Seller Contract entered into other than in the ordinary course Ordinary Course of business Business that contains or provides for an express undertaking by any of the Company and its subsidiaries Seller to be responsible for consequential damages; (x) each Applicable Seller Contract for capital expenditures in excess of $25,00020,000; (xi) each Seller Contract not denominated in U.S. dollars; (xii) each form of written warranty, guaranty, and and/or other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries Seller other than in the ordinary course Ordinary Course of businessBusiness; and (xiixiii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of Seller under the Contracts, and the location of Seller’s office where details relating to the Contracts are located. (b) Except as set forth in Part 3.17(b), no Related Person of the Seller has or may acquire any rights under, and no Related Person of the Seller has or may become subject to any obligation or liability under, any Contract that relates to the Business or any of the Assets. (c) Except as set forth in Part 3.17(c): (i) each Contract identified or required to be identified in Part 3.17(a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms by Seller, subject to the Bankruptcy and Equity Exception; (ii) each Contract identified or required to be identified in Part 3.17(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and (iii) to the Knowledge of Seller, no Contract identified or required to be identified in Part 3.17(a) and which is to be assigned to or assumed by Buyer under this Agreement will, upon completion or performance thereof, have a material adverse affect on the Business or the Assets. (d) Except as set forth in Part 3.17(d): (i) Seller is, and at all times since January 1, 2004, has been, in material compliance with all applicable terms and requirements of each Seller Contract which is being assumed by Buyer; (ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to Buyer is, and at all times since January 1, 2004, has been, in full compliance with all applicable terms and requirements of such Contract; (iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a Breach of, or give Seller or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate, or modify, any Seller Contract that is being assigned to or assumed by Buyer; (iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance, other than a Permitted Encumbrance, affecting any of the Assets; and (v) Seller has not given to or received from any other Person, at any time since January 1, 2007, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or Breach of, or default under, any Seller Contract which is being assigned to or assumed by Buyer. (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Seller under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Seller Contract relating to the sale, design, manufacture, or provision of products or services by Seller has been entered into in the Ordinary Course of Business of Seller and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Schedule 3(v2.12(a) attached hereto contains lists each of the following Contracts (each a complete and accurate list“Material Contract”), including the name of the counterparty to such Contract and the Company has made available to date thereof (and, in the Purchaser true case of any oral or unwritten Contracts, provides a description of the material terms thereof) and complete copies, oforganized in a manner consistent with subsections set forth below: (i) each Applicable any Contract (as defined belowother than any Contract with a Provider or Enrollee) that involves performance involving payments by or to Seller of services at least (i) two hundred fifty thousand dollars ($250,000) during any twelve (12) month period, or delivery of goods or materials of an amount or value (ii) two hundred fifty thousand dollars ($250,000) in excess of $25,000the aggregate; (ii) each Applicable any Contract that was not entered into in the ordinary course of business or is not cancelable by the Company or with a subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or its subsidiaries in excess of $5,000Material Vendor; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable any Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having with a value per item or aggregate payments of less than $5,000 and with terms of less than one year)Top Provider; (iv) each any joint venture, partnership, and partnership or other Applicable Contract (however named) similar agreement involving co-investment with a sharing of profits, losses, costs, or liabilities by the Company or any of its subsidiaries with any other person or entitythird party to which Seller is a party; (v) each Applicable any Contract containing covenants that involving the sale of any assets of Seller outside of the Ordinary Course of Business, or the acquisition of any assets of any Person by Seller outside of the Ordinary Course of Business, in any way purport to restrict the business activity combination transaction (whether by merger, sale of stock, sale of assets or otherwise) under which obligations of any party thereto remain outstanding; (vi) any note, indenture, loan agreement, credit agreement, security agreement, financing agreement, or other evidence of the Company and its subsidiaries Indebtedness, any guarantee made by Seller in favor of any Person guaranteeing obligations of such Person, or any affiliate letter of credit issued for the foregoing account of Seller; (vii) any Contract relating to employment or limit the freedom consulting, including all severance agreements, restrictive covenant agreements, employment agreements and consultant agreements and contracts involving leased employees, independent contractors, management services, or support services; (viii) any Contract with any Governmental Authority; (ix) any collective bargaining agreement or contract with any labor union; (x) any lease for or with respect to real property; (xi) any IP License; (xii) any Contract with a Sponsor or any Affiliate of any Sponsor; (xiii) each third party administrative Contract; (xiv) any reinsurance, coinsurance or retrocessation Contract or other Contract involving shared risk arrangements; (xv) any Contract with any licensed producer or broker relating to the sale of any health plans offered by Seller; (xvi) any Contract that limits the Company and its subsidiaries ability of Seller from engaging or any affiliate of the foregoing to engage competing in any line of business or to compete with that provides for any person most favored nation provision or entityequivalent preferential terms (including any provider network agreements), right of first refusal, exclusivity or similar obligations; (vixvii) each employment any Contract (A) for the administration or consulting agreement management of the Company pharmacy benefits and its subsidiaries; (viiB) each Applicable Contract providing for payments to with a pharmacy or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of businesspharmacy company; and (xiixviii) each amendmentany other Contract that is otherwise material to the Business. For the avoidance of doubt, supplementno business associate agreement will be considered a Material Contract. (b) Each Material Contract is valid and binding and in full force and effect. Neither Seller nor, to the Knowledge of Seller, any other party to any Material Contract, is or since January 1, 2019 has been, in breach or default in any material respect under any Material Contract, and, since January 1, 2018, Seller has not given to, or received from, any other party to any Material Contract, any notice or communication (whether written or oral) regarding any actual or alleged breach of or default under any Material Contract by Seller, or any other party to such Material Contract. There are no renegotiations or, to the Knowledge of Seller, outstanding rights to negotiate, any amount to be paid or payable to or by Seller under any Assumed Contract other than with respect to non-material amounts in the Ordinary Course of Business, and modification (whether oral no Person has made a written demand for such negotiations. Seller has not released or written) in respect of waived any of its material rights under any Material Contract, which release or waiver remains in effect. True and complete copies of each of the foregoingAssumed Contracts have been delivered to Buyer.

Contracts; No Defaults. (a) Schedule 3(v5.13(a) attached hereto contains a complete listing of all Contracts (other than purchase orders and accurate listCompany Benefit Plans) described in clauses (i) through (xiv) below to which, and as of the date of this Agreement, the Company has or one or more of its Subsidiaries is a party or by which any of their respective assets are bound. True, correct and complete copies of the Contracts listed on Schedule 5.13(a) have been delivered to or made available to the Purchaser true and complete copies, of:Parent or its agents or representatives. (i) each Applicable employee collective bargaining Contract (as defined below) that involves performance or other Contract with any union representing, purporting to represent, or seeking to represent, any group of services or delivery of goods or materials of an amount or value in excess of $25,000Company employees; (ii) each Applicable any Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from a third party Intellectual Property that is material to the business of the Company and its Subsidiaries, taken as a whole, other than click-wrap, shrink-wrap and off-the-shelf software licenses, and any other software licenses that are commercially available on reasonable terms to the public generally with license, maintenance, support and other fees less than $25,000 per year or (B) licenses to a third party to use Owned Intellectual Property or Owned Company Software (other than any licenses granted to customers, suppliers or service providers in the ordinary course of business); (iii) any Contract that was not (A) provides for any invention, creation, conception or other development of any Intellectual Property (1) by the Company or any of its Subsidiaries for any other Person, (2) by the Company or any of its Subsidiaries jointly with any other Person or (3) for the Company or any of its Subsidiaries by any other Person (excluding any Invention Assignment Agreements) or (B) provides for the assignment or other transfer of any ownership interest in any Intellectual Property (1) to the Company or any of its Subsidiaries by any other Person (excluding any Invention Assignment Agreements) or (2) by the Company or any of its Subsidiaries to any other Person; (iv) any Contract, other than teaming agreements entered into in connection with the pursuit of a specific Contract with a Governmental Authority or subcontract thereto or customary non-disclosure agreements, which restricts in any material respect or contains any material limitations on the ability of the Company or its Subsidiaries to compete in any line of business or in any geographic territory; (v) any Contract under which the Company or its Subsidiaries has: (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness having a principal or stated amount in excess of $200,000 and excluding guarantees of performance under Contracts with Governmental Authorities entered into in the ordinary course of business business; (B) granted a Lien on its assets, whether tangible or is not cancelable intangible, to secure any Indebtedness having a principal or stated amount in excess of $200,000; or (C) extended credit to any Person (other than (1) intercompany loans and advances and (2) customer payment terms in the ordinary course of business); (vi) any (A) principal transaction Contract entered into in connection with a completed acquisition or disposition by the Company or its Subsidiaries since December 31, 2017 of any Person or other business organization, division or business of any Person (including through merger or consolidation or the purchase of a subsidiary controlling equity interest in or substantially all of the Company with no penalty upon advance notice assets of 30 days such Person or less and that involves expenditures by any other manner), other than Contracts for the purchase or receipts sale of inventory or supplies entered into in the Company or its subsidiaries in excess ordinary course of $5,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreementbusiness, and other Applicable (B) to the extent not contemplated by clause (A), Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other 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 $5,000 and with terms of less than one year); (iv) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by pursuant to which the Company or any of its subsidiaries Subsidiaries has an existing obligation (contingent or otherwise) to pay any amounts in respect of indemnification obligations, purchase price adjustment, any earn-out, backend payment or similar obligation, in connection with any other person completed acquisition or entity; (v) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of disposition by the Company and its subsidiaries or any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with any person or entity; (vi) each employment or consulting agreement of the Company and its subsidiariessuch Subsidiaries; (vii) any Contract with outstanding obligations for the sale or purchase of personal property, fixed assets or real estate having a value individually, with respect to all sales or purchases thereunder, in excess of $200,000 or, together with all related Contracts, in excess of $500,000, in each Applicable Contract providing for payments to or by any person or entity based on sales, purchases, or profitscase, other than direct payments for goods; (viii) each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than sales or purchases in the ordinary course of business and sales of obsolete equipment; (viii) any Contract expected to result in revenue or require expenditures in excess of $200,000 in the calendar year ended December 31, 2019 or any subsequent calendar year; (ix) other than any Contract which has a value less than $200,000, any Contract between the Company or its Subsidiaries, on the one hand, and any Company Stockholder, on the other hand, that contains will not be terminated at or provides for an express undertaking by prior to the Closing; (x) any Contract with a third party establishing any joint venture, partnership, strategic alliance or other collaboration that is material to the business of the Company and its subsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000Subsidiaries taken as a whole; (xi) each written warrantyany Contract with a Significant Customer or a Significant Supplier; (xii) any Contract involving any resolution or settlement of any actual or threatened Actions or other disputes which has a value greater than $500,000 or imposes continuing obligations on the Company or its Subsidiaries, guaranty, and including injunctive or other similar undertaking non-monetary relief; (xiii) any Contract with respect to contractual performance extended by any an executive officer of the Company and or its subsidiaries Subsidiaries, or any Contract with any other than employee or independent contractor of the Company or its Subsidiaries, in the ordinary course each case, with an annual base salary in excess of business$250,000, which provides for change in control, retention or similar payments; and (xiixiv) each amendmentany Contract with a Governmental Authority that involves aggregate payments to the Company or any of its Subsidiaries that are reasonably expected to be in excess of $200,000. (b) With respect to any Contract of the type described in Section 5.13(a), supplementwhether or not set forth on Schedule 5.13(a): (i) such Contracts are in full force and effect and represent the legal, valid and modification binding obligations of the Company or its Subsidiaries that are party thereto and, to the knowledge of the Company, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the Company, are enforceable by the Company or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether oral considered in a proceeding in equity or writtenat law); (ii) in respect of any none of the foregoingCompany, its Subsidiaries or, to the knowledge of the Company, any other party thereto is in breach of or default (or would be in breach, violation or default but for the existence of a cure period) under any such Contract; (iii) since December 31, 2018, neither the Company nor its Subsidiaries have received any written or, to the knowledge of the Company, oral claim or notice of material breach of or material default under any such Contract which individually or the aggregate, would be reasonably likely to be material to the Company or its Subsidiaries, taken as a whole; (iv) to the knowledge of the Company, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a default under any such Contract by the Company or its Subsidiaries or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both); and (v) since December 31, 2018 through the date hereof, neither the Company nor its Subsidiaries have received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.