Common use of Contracts Clause in Contracts

Contracts. (a) Section 2.14 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is a party as of the date of this Agreement (other than the Transaction Documentation): (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (a) Except for Contracts filed as exhibits to the Filed SEC Documents and purchase orders entered into in the ordinary course of business consistent with past practice, Section 2.14 4.17 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is sets forth a party true and complete list as of the date of this Agreement of each of the following Contracts (other than the Transaction Documentation“Material Company Contracts”): (i) all Contracts of the Company or any agreement (of its Subsidiaries made in the ordinary course of business consistent with past practice having an aggregate value, or group of related agreements) for the lease of personal property from involving payments by or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeany of its Subsidiaries, of more than $2,000,000, and for which there has been no final close out and final payment under such Contract has not been made; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) all Contracts currently in effect to which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than any of its Subsidiaries is a party that contain a covenant that purports to limit in any material respect either the sum type of $25,000 per annum, or (B) business in which the Company has granted manufacturing rightsor any of its Subsidiaries (or, after the payment by Merger Sub for Shares pursuant to the Offer, Parent or any of its Subsidiaries) or any of their respective Affiliates may engage or the manner or geographic area in which any of them may so engage in any business or develop, market or distribute any products or services; (iii) all Contracts which grant “most favored nation” pricing provisions or exclusive marketing or distribution rights relating status to any products Person that, following the Acceptance Time, would apply to Parent or territory any of its Subsidiaries, including the Company or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnershipits Subsidiaries; (iv) all Contracts which prohibit or limit, in any agreement material respect, the right of the Company or any of its Subsidiaries (or, after the Acceptance Time, would prohibit or group limit, in any material respect, the right of related agreementsParent or any of its Subsidiaries) to make, sell or distribute any products or services or use, transfer, license, distribute or enforce any of their respective Intellectual Property Rights; (v) all Contracts under which it the Company or any of its Subsidiaries has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than for borrowed money in excess of $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location250,000; (vi) any employment agreement all standstill or consulting agreement similar agreements to which provides for payments the Company is a party that would remain in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)effect following the Merger; (vii) any agreement involving any officerall joint venture, director partnership, material teaming or stockholder of other similar agreements to which the Company or any affiliate of its Subsidiaries is a party (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parentincluding all amendments thereto); (viii) all Contracts to which the Company or any agreement of its Subsidiaries is a party providing for indemnity (including any obligations to advance funds for expenses) to the current or commitment for capital expenditures in excess former directors, officers, employees or agents of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects)Company or any of its Subsidiaries; (ix) all Contracts which are material to the Company or any agreement under which operating segment providing for termination, acceleration of payment or other special rights upon the consequences occurrence of a default or termination would reasonably be expected to have a Company Material Adverse Effectchange of control of the Company; (x) any agreement which contains any provisions requiring all Contracts between the Company or any of its Subsidiaries and any Governmental Entity (each, a “Company Government Contract”) and all Contracts between the Company or any of its Subsidiaries and any prime contractor or upper-tier subcontractor relating to indemnify a Contract between such person and any other party thereto Governmental Entity (excluding indemnities contained in agreements for the purchaseeach, sale or license of products entered into in the Ordinary Course of Businessa “Company Government Subcontract”);; and (xi) any agreement, all other than Contracts that constitute a “material contract” (as contemplated by this Agreement, relating to the future sales such term is defined in item 601(b)(10) of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xiRegulation S-K). (b) The Each Material Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of Contract is binding on the Company Disclosure Schedule. With respect to each agreement so listedor its applicable Subsidiary thereto, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by . Neither the Company nor any of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, any other party, its Subsidiaries is in breach breach, default or violation of, or default under, any such agreement, of (and no event has occurred, is pending or, to occurred which with notice or the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, time or otherwise, both would constitute a breach default or default violation by the Company oror any of its Subsidiaries of) any term, condition or provision of any indebtedness, guarantee or any Material Company Contract, including any specification, schedule, quality assurance provision, inspection or test requirement, or performance or payment milestone, to which the knowledge Company or any of the Companyits Subsidiaries is a party or by which any of their respective assets is bound, any other party under such contract, except for any which breach, default or violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect. (c) Except where the following matters have not had and would not have a Company Material Adverse Effect: (i) (A) to the Knowledge of the Company, each Company Government Contract or Company Government Subcontract was legally awarded and (B) each Company Government Contract (or, if applicable, each prime Contract under which such Company Government Subcontract was awarded) is not the subject of bid or award protest proceedings as of the date of this Agreement; (ii) neither the United States government nor any prime contractor, subcontractor or other person or entity has notified the Company or any of its Subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any Law or material certification, representation, clause, provision or requirement pertaining to a Company Government Contract or Company Government Subcontract, and all facts set forth or acknowledged by any representations or certifications submitted by or on behalf of the Company or any of its Subsidiaries in connection with a Company Government Contract or Company Government Subcontract were current, accurate and complete in all material respects on the date of submission; (iii) neither the Company nor any of its Subsidiaries has received any notice of termination for convenience, notice of termination for default, cure notice or show cause notice pertaining to a Company Government Contract or Company Government Subcontract; and (iv) other than in the ordinary course of business consistent with past practice no cost incurred by the Company or any of its Subsidiaries pertaining to a Company Government Contract or Company Government Subcontract has been questioned or challenged is the subject of any audit or investigation or has been disallowed by any Governmental Entity. (d) From January 1, 2009 through the date of this Agreement, neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any of their respective directors, officers or employees, is or has been under administrative, civil or criminal investigation or indictment by any Governmental Entity, or any audit or investigation by the Company or any of its Subsidiaries, with respect to any alleged act or omission arising under or relating to any Company Government Contract or Company Government Subcontract. (e) There are no disputes relating to the Company Government Contracts which, if resolved unfavorably to the Company, would have a Company Material Adverse Effect. In addition, to the Knowledge of the Company, there are no known or reasonably foreseeable expenditures which would materially increase the estimated cost to complete performance of the Company Government Contracts. (f) To the Knowledge of the Company, from January 1, 2009 through the date of this Agreement, neither the Company, any of its directors or officers nor any operating segment has been debarred or suspended for 90 days or more in any consecutive twelve-month period, or proposed for debarment or suspension, or received notice of actual or proposed debarment or suspension, from participation in the award of Contracts with the United States government (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the Knowledge of the Company, from January 1, 2009 through the date of this Agreement, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings.

Contracts. (a) Section 2.14 3.16 of the Company Parent Disclosure Schedule lists the following agreements (whether written or oral) to which the Company Parent or any Subsidiary is a party as of the date of this Agreement (other than the Transaction Documentation):Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeparties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60B) days or less prior written notice and which involves more than the sum of $25,000 per annum5,000, or (BC) in which the Company Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes establishing a material partnership or joint venture or legal partnershipventure; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, concerning confidentiality or to compete with any person or operate in any geographical locationnoncompetition; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)agreement; (vii) any agreement involving any officer, director or stockholder of the Company Parent or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)Affiliate thereof; (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Parent Material Adverse Effect; (xix) any agreement which contains any provisions requiring the Company Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xiix) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments either involving more than $5,000 or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company Parent has delivered or made available to the Parent Company a complete and accurate copy of each agreement listed in Section 2.14 3.16 of the Company Parent Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company Parent nor any Subsidiary nor, to the knowledge of the CompanyParent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the CompanyParent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company Parent or any Subsidiary or, to the knowledge of the CompanyParent, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (a3(n) Section 2.14 of the Company Disclosure Schedule lists the following written agreements, or material oral agreements (whether written or oral) that would be reasonably considered to exist that were entered into and known by the Company, to which the Company or its Subsidiaries is a party as of the date of this Agreement (other than the Transaction Documentation):party: (i) any agreement (or group of related agreements) for the lease of personal or real property to or from or to third parties (A) which provides any Person providing for lease payments in excess of $25,000 1,000,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeannum; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) in each case, other than agreements evidenced by purchase orders), under which calls for performance over the undelivered balance of such products and services has a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum selling price in excess of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party2,500,000; (iii) any agreement whichfor the sale of products or services (in each case, to other than agreements evidenced by purchase orders), under which the knowledge undelivered balance of the Company, establishes such products or services has a material joint venture or legal partnershipsales price in excess of $2,500,000; (iv) any agreement concerning a partnership or joint venture; (or group of related agreementsv) any agreement under which it has created, incurred, assumed or guaranteed (any indebtedness for borrowed money in excess of $1,000,000 or may create, incur, assume or guarantee) indebtedness (including any capitalized lease obligations) involving more than obligation, in excess of $25,000 250,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (vvi) any non-competition agreement that purports to limit in any material respect which materially restricts the right ability of the Company or any of its Subsidiaries to engage in any line of freely conduct its business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving with any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under Sellers and their Affiliates which will survive the Exchange Act) thereof (an “Affiliate”) (other than stock subscriptionClosing, stock option, restricted stock, warrant or stock purchase agreements the forms default of which have been made available to Parent)would result in a Material Adverse Effect; (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects)collective bargaining agreement; (ix) any agreement under which the consequences for employment on a full-time, part-time, consulting or other basis with respect to any individual who received total compensation in 2002 in excess of a default $250,000 or termination would reasonably be expected who has an annual base compensation for 2003 in excess of $250,000, or any agreement providing severance benefits to have a Company Material Adverse Effectany such person in excess of $250,000; (x) any agreement under which contains it has advanced or loaned any provisions requiring the Company or amount to indemnify any other party thereto (excluding indemnities contained in agreements for the purchaseof its directors, sale or license of products entered into in officers, managers and Employees outside the Ordinary Course of Business); (xi) any other agreement, other than as contemplated by this Agreement, relating to the future sales default of securities of the Companywhich would result in a Material Adverse Effect; andor (xii) any agreement regulating or controlling or otherwise affecting the voting or disposition of any capital stock or other agreement (or group proprietary interest of related agreements) (A) under which the Company is obligated or any of its Subsidiaries and any shareholder agreement or agreement relating to make payments the issuance of any securities of the Company or incur costs in excess any of $25,000 in its Subsidiaries or the granting of any year registration rights with respect thereto and which agreement does not terminate at or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) prior to Closing. The Company has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each written agreement or a summary of each material oral agreement listed in Section 2.14 §3(n) of the Disclosure Schedule. Each such agreement is a valid and binding agreement of the Company Disclosure Schedule. With respect to each agreement so listedor one of its Subsidiaries, as the case may be, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company norhas not received any notice that any such agreement is not a valid and binding agreement of each other party thereto. Neither the Company nor any of its Subsidiaries, to and the knowledge of the Company, Company has not received any notice that any other partyPerson party thereto, is in breach or violation of, or default under, under any such agreementagreements, and no event has occurred, is pending or, to the knowledge Knowledge of the Company, is threatenedalleged to have occurred, which, after the giving of notice, which constitutes or with lapse of time, time or otherwisegiving of notice or both, would constitute a breach default under any such agreement, except, in each case, for such defaults which would not, individually or default by in the Company oraggregate, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated expected to have a Company Material Adverse Effect.

Contracts. (a) Section 2.14 Except as set forth in Part 3.9 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is a party Schedule, as of the date of this Agreement (other than Agreement, neither the Transaction Documentation):Company nor any Subsidiary of the Company is a party to or is bound by any Contract: (i) any agreement that is a “material contract” (or group as such term is defined in Item 601(b)(10) of related agreements) for Regulation S-K of the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeExchange Act); (ii) any agreement pursuant to which the Acquired Corporations (or group of related agreementstaken as a whole) received revenues for the purchase fiscal year ended September 27, 2014, or sale of products or for the furnishing or receipt of services (A) which calls for performance over is reasonably expected to receive revenues in a period of more than one yearfuture annual period, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum in excess of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party10,000,000; (iii) pursuant to which the Acquired Corporations (taken as a whole) made expenditures for the fiscal year ended September 27, 2014, or is reasonably expected to make expenditures in a future annual period, in excess of $2,500,000; (iv) evidencing a capital expenditure in excess of $2,500,000; (v) containing a covenant prohibiting or restricting any Acquired Corporation from competing in any business or geographic area, or from soliciting customers or employees, or otherwise restricting any Acquired Corporation from carrying on any business anywhere in the world; (vi) relating to or evidencing Indebtedness, including any guarantee of Indebtedness by the Company or any Subsidiary of the Company, in excess of $5,000,000; (vii) that is an Inbound License or Outbound License, in each case, that either (A) grants exclusive rights to or from an Acquired Corporation or (B) requires aggregate payments to or from an Acquired Corporation in excess of $250,000; (viii) (A) imposing on, or granting to, an Acquired Corporation any future minimum take-or-pay requirements in excess of $100,000, (B) granting “most favored nation,” “most favored customer” or similar status to any Person, (C) granting any type of exclusive rights to any Person, other than sales representation, distribution, licensing and similar contracts entered into in the ordinary course of business and that relate solely to the Company’s publishing business and do not relate to the Company’s book manufacturing business, or (D) requiring an Acquired Corporation to purchase all of its requirements of a specified good or service from any Person; or (ix) any collective bargaining agreement whichor other Contract with a labor organization or works council representing any of its employees or any other similar Contract. (b) Each contract, arrangement, commitment or understanding of the type required to be described in Section 3.9(a), whether or not set forth in Part 3.9(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that expire in accordance with their terms during the Pre-Closing Period (excluding, for the avoidance of doubt, early termination), all of the Material Contracts are valid and binding on the applicable Acquired Corporation and, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any each other party thereto (excluding indemnities contained in agreements for the purchasethereto, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable by bankruptcy, insolvency insolvency, moratorium and other similar laws, rules or regulations applicable law affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity. No Acquired Corporation has, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, none of the other parties thereto have, violated in any other party, is in breach or violation material respect any provision of, or default under, committed or failed to perform any such agreementact, and no event has occurredor condition exists, is pending or, to the knowledge of the Company, is threatened, which, after the giving of which with or without notice, with lapse of time, time or otherwise, both would constitute a breach or default by material default, under the Company or, to the knowledge provisions of the Company, any other party under such contractMaterial Contract, except in each case for any breachthose violations and defaults which, violation individually or default that has not had and in the aggregate, would not reasonably be anticipated expected to have result in a Company Material Adverse Effect, and no Acquired Corporation has received written notice of any of the foregoing. The Company has made available to Parent or Parent’s Representatives in the Data Room prior to the date of this Agreement a complete and correct copy (including any material amendment, modification, extension or renewal with respect thereto) of each Material Contract.

Contracts. (a) Section 2.14 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is a party as of the date of this Agreement (other than the Transaction DocumentationDocumentation (as hereinafter defined)): (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum25,000, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Stockholders and the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement, executive agreement (including without limitation the Hutz Agreement) or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to ParentBuyer); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has Stockholders have delivered or made available to the Parent Buyer a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to will be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Stockholders and the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Stockholders and the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Stockholders and the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (a) Section 2.14 3.16 of the Company Disclosure Schedule Letter lists each of the following agreements types of Contracts to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound as of the date hereof: (whether written 1) any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended; (2) any Contract that limits in any material respect the ability of the Company or oralany of its Subsidiaries (or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic area; (3) any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rights; (4) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party as or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the date Company or any of this Agreement its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the Transaction Documentation):condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any agreement (or group of related agreements) for its Subsidiaries to the lease extent such Subsidiary is a party thereto, as applicable, and to the knowledge of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, has not cancellable without penalty by had and would not reasonably be expected to have a Material Adverse Effect on the Company on sixty (60) days or less prior written notice; Company; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum each of $25,000 per annumits Subsidiaries, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichand, to the knowledge of the Company, establishes a material joint venture each other party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of Effect on the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, there is no default under any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such contractMaterial Contract, except for where any breachsuch default, violation event or default that condition, individually or in the aggregate, has not had and would not reasonably be anticipated expected to have a Company Material Adverse EffectEffect on the Company.

Contracts. (a) Section 2.14 of the Company Disclosure Schedule lists the following agreements (whether written or oral3.08(a) to which the Company is a party sets forth, as of the date hereof, a true and complete list of this Agreement (other than the Transaction Documentation):following Contracts related to the Business to which any of the LIN Companies or its Affiliates is a party or the Seller or its Affiliates will be a party immediately following the Merger Closing: (i) any agreement (Contract under which the aggregate payments or group of related agreements) receipts for the lease of personal property from past twelve (12) months exceeded, or for the following twelve (12) months is expected to third parties (A) which provides for lease payments in excess of exceed, $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice150,000; (ii) any agreement (Contract under which payments by or group obligations of related agreements) for the purchase LIN Companies, the Seller or sale of products their Affiliates, relating to the Business, will be increased, accelerated or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty vested by the Company on sixty occurrence (60whether alone or in conjunction with any other event) days or less prior written notice and involves more than of any of the sum of $25,000 per annumtransactions contemplated by this Agreement, or (B) in under which the Company has granted manufacturing rightsvalue of the payments by or obligations of the LIN Companies, “most favored nation” pricing provisions the Seller or exclusive marketing or distribution rights their Affiliates, relating to the Business, will be calculated on the basis of any products of the transactions contemplated by this Agreement, whether pursuant to a change in control or territory or has agreed to purchase goods or services exclusively from a certain partyotherwise; (iii) any agreement which, to contract for Program Rights that involves cash payments or cash receipts in excess of $100,000 over the knowledge remaining term of the Company, establishes a material joint venture or legal partnershipsuch contract; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangiblenetwork affiliation agreement; (v) any retransmission consent agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate MVPD with more than 10,000 subscribers in any geographical locationthe Stations’ Market; (vi) any employment agreement Contract that relates to an ownership interest in any corporation, partnership, joint venture or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment business enterprise or consulting agreements terminable on less than thirty (30) days’ notice)other entity; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)Real Property Lease; (viii) any agreement Contract relating to the Business, that relates to the guarantee (whether absolute or commitment for capital expenditures in excess contingent) by the Seller or the LIN Companies of $25,000, for a single project (it being represented and warranted that x) the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in performance of any other Person (other than their respective Affiliates) or (y) the aggregate for all projectswhole or any part of the Indebtedness or liabilities of any other Person (other than their respective Affiliates); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse EffectBargaining Agreement; (x) any agreement which Contract that contains any provisions requiring power of attorney authorizing the Company or incurrence of an obligation on the part of the Seller, the LIN Companies relating to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating Contract that creates any partnership or joint venture or relates to the future sales acquisition, issuance or transfer of securities of the Company; andany securities; (xii) any Contract that relates to the borrowing or lending of money; (xiii) any Contract that grants any Person an option or a right of first refusal, right of first offer or similar preferential right to purchase or acquire any Station Asset; (xiv) any Contract involving the purchase or sale of Real Property that has not closed as of the date hereof; (xv) any Contract entered into after January 1, 2013 relating to the acquisition or disposition of any material portion of the Business (whether by merger, sale of stock, sale of assets or otherwise); (xvi) any Contract involving construction, architecture, engineering or other agreement (or group of related agreements) (A) under which the Company is obligated agreements relating to make uncompleted construction projects, in each case that involve payments or incur costs in excess of $25,000 100,000; (xvii) any Contract involving compensation to any Transferred Employee (as defined in Section 8 hereof), or any Contract with an independent contractor or consultant engaged to perform services to the Business in excess of $100,000 per year (provided, however, that for purposes of this Section 3.8(a)(xiii), the term Contract shall not include at-will Contracts that can be terminated upon 30 days’ notice without penalty or additional payment); (Bxviii) not entered into any Contract with a Governmental Authority (other than ordinary course Contracts with Governmental Authorities as a customer) which imposes any material obligation or restriction on the Seller, the LIN Companies or their Affiliates as it relates to the Business; and (xix) any Contract relating to the use of a Station’s digital bit stream other than in connection with broadcast television services. The contracts, agreements and leases required to be disclosed pursuant to this Section 3.08(a) are collectively referred to herein as the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi)“Material Contracts”. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 Each of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement Material Contracts is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with and binding and enforceable upon the terms thereof LIN Companies, and will be immediately following the Merger Closing binding and enforceable upon Seller or its Affiliates, as in effect immediately prior to the Closing; and (iii) neither the Company norapplicable, and, to the knowledge Knowledge of Seller, the other parties thereto, subject in each case to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). Prior to the Merger Closing, the LIN Companies have, and following the Merger Closing, the Seller and its Affiliates have, performed their respective obligations under each of the CompanyMaterial Contracts in all material respects and are not in material default thereunder, and to the Knowledge of Seller, no other party to any other party, of the Material Contracts is in breach or violation of, or default under, thereunder in any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectmaterial respect.

Contracts. (a) Section 2.14 2.13 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement (other than the Transaction Documentation):Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 per annum or (B) which has having a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticemonths; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60B) days or less prior written notice and which involves more than the sum of $25,000 per annum25,000, or (BC) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material partnership or joint venture or legal partnershipventure; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, concerning confidentiality or to compete with any person or operate in any geographical locationnoncompetition; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (affiliate, as defined in Rule 12b-2 under the Exchange Act) thereof Act (an “Affiliate”) (other than stock subscription), stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)thereof; (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (xix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xiix) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of either involving more than $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 2.13 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 2.13 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (a) Except for (i) this Agreement or (ii) the Company Plans and Company Stock Plan (and any Restricted Stock Rights or Performance Shares granted under the Company Stock Plan), as of the date hereof, no Company Party is party to or bound by any Contract that: (i) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) (1) purports to limit in any material respect either the type of business in which the Company or any of its subsidiaries or Joint Ventures (including those Contracts of the Company Parties that purport to so limit the Parent Parties after the Effective Time) or any of their respective Affiliates may engage or the manner or geographic area in which any of them may so engage in any business, (2) would require the disposition of any material assets or line of business of the Company or its subsidiaries or Joint Ventures (including those Contracts of the Company Parties that so require the Parent Parties after the Effective Time) or any of their respective Affiliates as a result of the consummation of the transactions contemplated by this Agreement, including the Merger, (3) is a material Contract that grants “most favored nation” status that, following the Effective Time, would impose obligations upon the Parent Parties (including the Company Parties), (4) prohibits or limits, in any material respect, the right of the Company or any of its subsidiaries or Joint Ventures (including those Contracts of the Company Parties that so prohibit or limit any Parent Party after the Effective Time) to make, sell or distribute any products or services or use, transfer, license or enforce any of their respective Intellectual Property rights, (5) is with a Governmental Entity (other than ordinary course Contracts with Governmental Entities), (6) grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries or Joint Ventures (or, after the Effective Time, any Parent Party) to own, operate, lease, provide or receive services, or sell, transfer, pledge, or otherwise dispose of any material amount of its assets or its business, or (7) is approved by FERC as a special or nonconforming Contract or service agreement that deviates from standard tariffs; (iii) is a partnership, joint venture or similar Contract that, in each case, is material to the Company and its subsidiaries taken as a whole; (iv) under which the Company or any of its subsidiaries (A) is liable for indebtedness in excess of $50,000,000 or (B) guarantees any indebtedness of a third party that is not a Company Party; (v) expressly limits or otherwise restricts the ability of the Company or any of its subsidiaries to pay dividends or make distributions to its shareholders; (vi) by its terms calls for aggregate payments by or to the Company and its subsidiaries under such Contract of more than $50,000,000 over the remaining term of such Contract (other than (A) this Agreement, (B) Contracts subject to clause (iv) above, (C) Contracts for the transportation, transmission, processing, storage, purchase, exchange or sale of gas, coal, oil, nuclear fuel or electric energy, the obligations under which are subject to review by Governmental Entities regulating utilities in the jurisdictions in which the Company or its subsidiaries operate and (D) immaterial financial derivative interest rate ▇▇▇▇▇▇); (vii) relates to the pending acquisition or pending disposition of any asset (including any entity or business whether by merger, sale of stock, sale of assets or otherwise) for consideration in excess of $50,000,000; or (viii) is a Company Collective Bargaining Agreement. Each Contract (i) set forth (or required to be set forth) in Section 2.14 3.8 of the Company Disclosure Schedule lists the following agreements Schedule, (whether written or oralii) filed as an exhibit to which the Company SEC Reports as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, or (iii) disclosed by the Company on a Current Report on Form 8-K as a “material contract” (excluding any Company Plan), is referred to herein as a party “Company Material Contract”. Other than any Company Material Contract filed as of an exhibit to the Company SEC Reports prior to the date of this Agreement (and other than the Transaction Documentation): (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one yearthis Agreement, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rightsmade available to Parent a true, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party;complete and correct copy of each Company Material Contract. (iiib) any agreement whichEach of the Company Material Contracts is a legal, valid and binding obligation of, and enforceable against, the Company Party that is a party thereto and, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any each other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listedthereto, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effecteffect in accordance with its terms, subject to the Bankruptcy and Equity Exception, except as such enforceability may be limited under applicable bankruptcy(i) to the extent that any Company Material Contract expires or terminates in accordance with its terms in the ordinary course of business consistent with past practice, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease for such failures to be a legal, valid, valid and binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect that do not have and would not reasonably be expected to have, individually or in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company noraggregate, to the knowledge of a Material Adverse Effect on the Company, any other party, is in breach or violation of, or default under, any such agreement, and no . (c) No event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of noticeoccurred that, with lapse notice or the passage of time, or otherwiseboth, would constitute a breach or default by the Company oror any of its subsidiaries under any such Company Material Contract, and, to the knowledge of the Company, any no other party to any Company Material Contract is in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under such contractany Company Material Contract, except for any in each case where such violation, breach, violation default or event of default that has does not had have and would not reasonably be anticipated expected to have have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.

Contracts. (a) Section 2.14 of the Company Disclosure Schedule lists the following agreements (whether written or oral) arrangements to which the Company is a party as of the date of this Agreement (other than the Transaction Documentation):party: (ia) any agreement (or group of related agreements) written arrangement for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 15,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeannum; (iib) any agreement (or group of related agreements) written arrangement for the purchase licensing or sale distribution of software, products or other personal property or for the furnishing or receipt of services services: (Ai) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty ; (60ii) days or less prior written notice and which involves more than the sum of $25,000 per annum, 15,000; or (Biii) in which the Company has granted manufacturing rightsrights to license, “sublicense or copy, "most favored nation” " pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iiic) any agreement which, to the knowledge of the Company, establishes written arrangement establishing a material partnership or joint venture or legal partnershipventure; (ivd) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 15,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (ve) any agreement that purports to limit in written arrangement concerning confidentiality or noncompetition; (f) any material respect the right written arrangement with any of the Company to engage in any line of businessStockholders or their affiliates, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act) thereof (an “Affiliate”") (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent"Affiliates"); (viiig) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement written arrangement under which the consequences of a default or termination would reasonably be expected to could have a Company Material Adverse Effectmaterial adverse effect on the assets, business, financial condition, results of operations or future prospects of the Company; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xiih) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) written arrangement including those not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses Business involving more than $15,000; (i) through (xi).other than arrangements pursuant to the Company's standard form maintenance and/or support agreement, the form of which has been provided to the Buyer, any written arrangement under which the Company provides maintenance or support services to any third party with regard to the Company's products and any written arrangement containing a commitment by the Company to provide support for any such products for more than one year from the date of this Agreement; and (bj) any written arrangement by which the Company agrees to make available any Stalker series, WebStalker series or other product. The Company has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each agreement written arrangement (as amended to date) listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement written arrangement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement written arrangement is a legal, valid, binding and enforceable obligation of the Company and in full force and effecteffect with respect to the Company and, to the Company's knowledge the written arrangement is legal, valid, binding and is enforceable and in full force and effect with respect to each other party thereto, except as such enforceability enforcement may be limited under applicable by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws effecting the enforcement of creditors' rights generally, and similar lawsexcept that the availability of equitable remedies, rules or regulations affecting creditors’ rights and remedies generally and including specific performance, is subject to general principles the discretion of equity whether applied in a the court of law or a court of equitybefore which any proceedings therefor may be brought; (ii) the agreement written arrangement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the ClosingClosing and does not require the consent of any party to the transactions contemplated hereby; and (iii) neither the Company noris not in breach or default, to the knowledge of the Company's knowledge, any no other party, party thereto is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, occurred which, after the giving of notice, with notice or lapse of time, or otherwise, time would constitute a breach or default by or permit termination, modification, or acceleration, under the written arrangement. The Company oris not a party to any oral contract, agreement or other arrangement which, if reduced to the knowledge written form, would be required to be listed in Section 2.14 of the Company, any other party Disclosure Schedule under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectthe terms of this Section 2.14.

Contracts. (aSection 2(k) Section 2.14 of the Company Disclosure Schedule lists the following agreements contracts, agreements, and other written arrangements (whether written or oralother than with advertisers for the sale of air time which are listed in Section 2(s) of the Disclosure Schedule) to which the Company Seller is a party as of the date of this Agreement (other than the Transaction Documentation):party: (i) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 1,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeyear; (ii) any agreement written arrangement (or group of related agreementswritten arrangements) for the purchase or sale of products supplies, products, or other personal property or for the furnishing or receipt of services (A) which either calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days year or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party1,000; (iii) any agreement which, to the knowledge of the Company, establishes written arrangement concerning a material partnership or joint venture or legal partnershipventure; (iv) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 1,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, written arrangement concerning confidentiality or to compete with any person or operate in any geographical locationnoncompetition; (vi) any written arrangement with any of its employees in the nature of a collective bargaining agreement, consulting agreement, compensation agreement, employment agreement, commission agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)severance agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement written arrangement under which the consequences of a default or termination would reasonably be expected to could have a Company Material Adverse Effectan adverse effect on the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller or the Stations; (xviii) any agreement which contains any provisions requiring written arrangement concerning a guaranty by the Company or to indemnify Seller of the obligations of any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business)party; (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xiiix) any other agreement written arrangement (or group of related agreementswritten arrangements) (A) under which the Company is obligated to make payments either involving more than $5,000 or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi).; and (bx) any written arrangement involving the lease of furniture or equipment. The Company Seller has delivered or made available to the Parent Buyers a correct and complete and accurate copy of each agreement written arrangement listed in Section 2.14 2(k) of the Company Disclosure ScheduleSchedule (as amended to date). With respect to each agreement written arrangement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedulelisted which constitutes an Assumed Contract: (iA) the agreement written arrangement is a legal, valid, binding and enforceable obligation of the Company binding, enforceable, and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (iiB) the agreement will notwritten arrangement will, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentationassuming any necessary consents to assignment have been obtained, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding binding, and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the on identical terms thereof as in effect immediately prior to following the Closing; and (iiiC) neither the Company nor, to the knowledge of the Company, any other party, no party is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by or permit termination, modification, or acceleration, under the Company or, to the knowledge written arrangement; and (D) no party has repudiated any provision of the Companywritten arrangement. The Seller is not bound by any verbal contract, agreement, or other arrangement which, if reduced to written form, would be required to be listed in Section 2(k) of the Disclosure Schedule under the terms of this Section 2(k). Except for the Assumed Contracts, the Buyers shall not have any Liability or obligations for or in respect of any of the contracts set forth in Section 2(k) of the Disclosure Schedule or any other party under such contract, except for any breach, violation contracts or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectagreements of the Seller.

Contracts. (a) Section 2.14 of Parent has made available to the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is a party true, correct and complete copies, as of the date of this Agreement (other than Agreement, of the Transaction Documentation):following Contracts to which Parent or any of its Subsidiaries is a party: (i) each “material contract” (as such term is defined in Item 10.C and in Instructions As To Exhibits of Form 20-F) to which Parent or any agreement (of its Subsidiaries is a party to or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticebound; (ii) each Contract not contemplated by this Agreement that limits the ability of Parent or any agreement (of its Subsidiaries or group Affiliates to engage in or compete with any line of related agreements) for the purchase business in any location or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) with any Person in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain partymaterial manner; (iii) any agreement whicheach Contract that creates a partnership, to the knowledge of the Company, establishes a material joint venture or legal partnershipany strategic alliance with respect to the Company or any of its Subsidiaries; (iv) each employment, consulting, services or similar Contract with any agreement (employee or group independent contractor of related agreements) under which it has created, incurred, assumed Parent or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) any of its Subsidiaries involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any 500,000 of its assets, tangible or intangibleannual compensation; (v) any agreement that purports to limit each indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or Contract providing for Indebtedness individually in any material respect the right excess of the Company to engage in any line of business, or to compete with any person or operate in any geographical location$10,000,000; (vi) each Contract entered into since January 1, 2024 that relates to the acquisition or disposition, directly or indirectly, of any employment agreement business (whether by merger, amalgamation, sale of stock, sale of assets or consulting agreement which provides for payments in excess of $50,000 per annum otherwise) or any material assets, including any vessel (other than employment (A) this Agreement or consulting agreements terminable on less (B) acquisitions or dispositions of supplies, inventory, merchandise or products (other than thirty (30vessels) days’ noticein the ordinary course of business or that are obsolete, worn out, surplus or no longer used or useful in the conduct of business of Parent or its Subsidiaries), including also any such Contract whenever entered into that includes provisions that remain in effect in respect of “earn-outs” or deferred or contingent consideration; (vii) any agreement involving any officereach ship-sales, director memorandum of agreement, bareboat charter, or stockholder of the Company other vessel acquisition Contract entered into since January 1, 2024 for Newbuildings and secondhand vessels contracted for by Parent or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) of its Subsidiaries (other than stock subscriptionCompany Owned Vessels) and other Contracts entered into since January 1, stock option2024 with respect to Newbuildings of Parent or any of its Subsidiaries and the financing thereof, restricted stockincluding performance guarantees, warrant or stock purchase counter guarantees, refund guarantees, supervision agreements the forms of which have been made available to Parent)and plan verification services agreements; (viii) any each pool agreement, management agreement, crewing agreement or commitment for capital expenditures in excess of $25,000, for a single project financial lease (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects)including sale/leaseback or similar arrangements) with respect to any Parent Vessel; (ix) any agreement under which Contract with a Third Party for the consequences charter of a default or termination would reasonably be expected to have a Company Material Adverse Effectany Parent Vessel; (x) each collective bargaining agreement or other Contract with a labor union to which Parent or any agreement which contains any provisions requiring the Company of its Subsidiaries is a party or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business)otherwise bound; (xi) each Contract that provides for indemnification by Parent or any agreement, of its Subsidiaries to any Person other than as contemplated by this Agreementa Contract entered into in the ordinary course of business; (xii) each Contract pursuant to which Parent or any of its Subsidiaries spent or received, relating in the aggregate, more than $2,500,000 during the twelve (12) months prior to the future sales date hereof or could reasonably be expected to spend or receive, in the aggregate, more than $2,500,000 during the twelve (12) months immediately after the date hereof; (xiii) each Contract to which Parent or any of securities of the Companyits Subsidiaries is a party or otherwise bound that contains a so-called “most favored nations” provision or similar provisions requiring Parent or its Affiliates to offer to a Person any terms or conditions that are at least as favorable as those offered to one or more other Persons; and (xiixiv) each Contract involving a standstill or similar obligation of Parent or any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi)its Subsidiaries. (b) The Company has delivered or made available Except as would not reasonably be expected to the be material to Parent and its Subsidiaries, taken as a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listedwhole, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) each of the agreement Material Contracts is a legal, valid, binding and binding, enforceable obligation of the Company and in full force and effecteffect with respect to Parent and its Subsidiaries, and to the Knowledge of Parent, the other parties thereto, except as such to the extent that the enforceability thereof may be limited under applicable bankruptcyby the Equitable Exceptions and except for any Material Contracts that have expired or been terminated after the date hereof in accordance with its terms, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will notneither Parent nor any of its Subsidiaries, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior nor to the Closing; and (iii) neither the Company nor, to the knowledge Knowledge of the Company, Parent any other partyparty to a Material Contract, is in breach or violation has violated any provision of, or default under, taken or failed to take any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, act which, after the giving of with or without notice, with lapse of time, or otherwiseboth, would constitute a breach or default by the Company orunder, or give rise to the knowledge any right of the Companycancellation or termination of or consent under, such Material Contract, and neither Parent nor any other party of its Subsidiaries has received written notice that it has breached, violated or defaulted under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse EffectContract.

Contracts. (aSection 2(k) Section 2.14 of the Company Disclosure Schedule lists the following agreements contracts, agreements, and other written arrangements (whether written or oralother than with advertisers for the sale of air time which are listed in Section 2(s) of the Disclosure Schedule) to which the Company Seller is a party as of the date of this Agreement (other than the Transaction Documentation):party: (i) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 1,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeyear; (ii) any agreement written arrangement (or group of related agreementswritten arrangements) for the purchase or sale of products supplies, products, or other personal property or for the furnishing or receipt of services (A) which either calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days year or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party1,000; (iii) any agreement which, to the knowledge of the Company, establishes written arrangement concerning a material partnership or joint venture or legal partnershipventure; (iv) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 1,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, written arrangement concerning confidentiality or to compete with any person or operate in any geographical locationnoncompetition; (vi) any written arrangement with any of its employees in the nature of a collective bargaining agreement, consulting agreement, compensation agreement, employment agreement agreement, commission agreement, or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)severance agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement written arrangement under which the consequences of a default or termination would reasonably be expected to could have a Company Material Adverse Effectan adverse effect on the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller or the Stations; (xviii) any agreement which contains any provisions requiring written arrangement concerning a guaranty by the Company or to indemnify Seller of the obligations of any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business);party; or (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xiiix) any other agreement written arrangement (or group of related agreementswritten arrangements) (A) under which the Company is obligated to make payments either involving more than $5,000 or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) . The Company Seller has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each agreement written arrangement listed in Section 2.14 2(k) of the Company Disclosure ScheduleSchedule (as amended to date). With respect to each agreement written arrangement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedulelisted which constitutes an Assumed Contract: (iA) the agreement written arrangement is a legal, valid, binding and enforceable obligation of the Company binding, enforceable, and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (iiB) the agreement written arrangement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding binding, and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with on identical terms following the terms thereof as in effect immediately prior Closing (if the arrangement has not expired according to the Closingits terms); and (iiiC) neither the Company nor, to the knowledge of the Company, any other party, no party is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by or permit termination, modification, or acceleration, under the Company or, to the knowledge written arrangement; and (D) no party has repudiated any provision of the Companywritten arrangement. The Seller is not a party to any verbal contract, agreement, or other arrangement which, if reduced to written form, would be required to be listed in Section 2(k) of the Disclosure Schedule under the terms of this Section 2(k). Except for the Assumed Contracts, the Buyer shall not have any Liability or obligations for or in respect of any of the contracts set forth in Section 2(k) of the Disclosure Schedule or any other party under such contract, except for any breach, violation contracts or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectagreements of the Seller.

Contracts. (a) Section 2.14 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is a party as of the date of this Agreement (other than the Transaction Documentation):Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 10,000 per annum or (B) which has having a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticemonths; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60B) days or less prior written notice and which involves more than the sum of $25,000 per annum10,000, or (BC) in which the Company or any Subsidiary has granted manufacturing rights, “"most favored nation” " pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichestablishing a partnership or joint venture, to or any business arrangement for the knowledge distribution or development of the Company, establishes a material joint venture or legal partnershipproducts; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 10,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect concerning confidentiality or noncompetition, excluding the right Company's standard form of Nondisclosure and Noncompete Agreement entered into with each employee and consultant of the Company and provided to engage in any line of business, or the Buyer pursuant to compete with any person or operate in any geographical locationSection 2.19 hereof; (vi) any employment agreement or consulting agreement which provides for payments in excess agreement, excluding the Company's standard form of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)Nondisclosure and Noncompete Agreement entered into with each employee and consultant of the Company and provided to the Buyer pursuant to Section 2.19 hereof; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (an "Affiliate"), as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act) thereof (an “Affiliate”) (other than stock subscription"), stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)thereof; (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (xix) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xiix) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments either involving more than $10,000 or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent Buyer a complete and accurate copy of each agreement listed in Section 2.13 or Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding, in full force and effect and enforceable by the Company in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and rules of law governing injunctive relief and other equitable remedies; (ii) subject to the giving of notices and receipt of consents set forth in Section 2.4 of the Disclosure Schedule, the agreement will continue to be legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) effect immediately following the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect Closing in accordance with the terms thereof as in effect immediately prior to the Closing (unless the agreement would, by its express terms, expire prior to the Closing) and the consummation of the transactions contemplated hereby will not cause a default under or result in the acceleration of the obligations under the agreement; and (iii) neither the Company is not, nor, to the knowledge of the Company, is any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for subject to any breachconflicts, violation breaches, violations or default that defaults which, individually or in the aggregate, has not had and would not be reasonably be anticipated likely to have a Company Material Adverse Effect.

Contracts. (aExcept as executed in connection with the transactions contemplated herein, Section 4(p) Section 2.14 of the Company Disclosure Schedule lists the following contracts and other agreements (whether written or oral) to which the Company WellComm is a party as of the date of this Agreement (other than the Transaction Documentation):party: (i) any agreement (or group of related agreements) for the lease of personal property to or from or to third parties (A) which provides any Person providing for lease payments in excess of $25,000 35,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeannum; (ii) any agreement (or group of related agreements) for the purchase or sale of products raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services (A) services, the performance of which calls for performance will extend over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days result in a material loss to WellComm, or less prior written notice and involves more than the sum involve consideration in excess of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party35,000; (iii) any agreement which, to the knowledge of the Company, establishes concerning a material partnership or joint venture or legal partnershipventure; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed assumed, or guaranteed (any indebtedness for borrowed money, or may create, incur, assume or guarantee) indebtedness (including any capitalized lease obligations) involving more than obligation, in excess of $25,000 35,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, concerning confidentiality or to compete with any person or operate in any geographical locationnoncompetition; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum with any WellComm Stockholder and their Affiliates (other than employment or consulting agreements terminable on less than thirty (30) days’ noticeWellComm); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)collective bargaining agreement; (viii) any agreement for the employment of any individual on a full-time, part-time, consulting, or commitment for capital expenditures other basis providing annual compensation in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects)35,000 or providing severance benefits; (ix) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (x) any agreement under which the consequences of a default or termination would reasonably be expected to could have a Company WellComm Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business);; or (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under the performance of which the Company is obligated to make payments or incur costs involves consideration in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company 35,000. WellComm has delivered or made available to the Parent I-trax a correct and complete and accurate copy of each written agreement listed in Section 2.14 4(p) of the Company Disclosure Schedule (as amended to date) and a written summary setting forth the terms and conditions of each oral agreement referred to in Section 4(p) of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedulesuch agreement: (iA) the agreement is a legal, valid, binding and enforceable obligation of the Company binding, enforceable, and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (iiB) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding binding, enforceable, and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with on identical terms following the terms thereof as in effect immediately prior to consummation of the Closingtransactions contemplated hereby; and (iiiC) neither the Company norWellComm and, to the knowledge Knowledge of WellComm, the Company, any other partyparty thereto, is not in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by default, or permit termination, modification, or acceleration, under the Company or, to the knowledge agreement; and (D) no party has repudiated any provision of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectagreement.

Contracts. (a) Section 2.14 2.15 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement (other than the Transaction Documentation):Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 10,000 per annum or (B) which has having a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticethree months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60B) days or less prior written notice and which involves more than the sum of $25,000 per annum10,000, or (BC) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichdealer, to the knowledge of the Companyjoint marketing or development contract or agreement, establishes a material joint venture or legal partnershipany sales representative, remarketer or referrer or similar agreement; (iv) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (v) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 10,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (vvi) any agreement that purports to limit in for the disposition of any material respect significant portion of the right assets or business of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment sales of products in the Ordinary Course of Business) or consulting agreements terminable on less any agreement for the acquisition of the assets or business of any other entity (other than thirty (30) days’ noticepurchases of inventory or components in the Ordinary Course of Business); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) concerning confidentiality (other than stock subscription, stock option, restricted stock, warrant or stock purchase standard non-disclosure agreements entered into in the forms Ordinary Course of which have been made available to ParentBusiness); (viii) any agreement employment or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects)consulting agreement; (ix) any agreement involving any current or former officer, director, manager or equityholder of the Company or an Affiliate thereof; (x) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (xxi) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xixii) any agreement, other than as contemplated by this Agreement, relating agreement that could reasonably be expected to have the future sales effect of securities prohibiting or impairing the conduct of the business of the Company, ▇▇▇▇.▇▇▇ or any of its subsidiaries as currently conducted and as currently proposed to be conducted; (xiii) any agreement under which the Company is restricted from selling, licensing or otherwise distributing any of its technology or products, or providing services to, customers or potential customers or any class of customers, in any geographic area, during any period of time or any segment of the market or line of business; (xiv) any agreement which would entitle any third party to receive a license or any other right to intellectual property of ▇▇▇▇.▇▇▇ or any of ▇▇▇▇.▇▇▇’s Affiliates following the Closing; and (xiixv) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments either involving more than $100,000 or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent ▇▇▇▇.▇▇▇ a complete and accurate copy of each agreement listed in Section 2.14 2.13 or Section 2.15 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge Knowledge of the CompanyCompany and the Equityholders, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge Knowledge of the CompanyCompany and the Equityholders, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge Knowledge of the CompanyCompany and the Equityholders, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectagreement.

Contracts. (a) Section 2.14 of the Company Disclosure Schedule lists the following agreements (whether written or oral) material Contracts to which the Company any Business Subsidiary or Operating Subsidiary is a party party, as of the date of this Agreement pursuant to which they have any rights or obligations as of the date hereof (each such Contract, and each material Lease, each material Contract for Business Intellectual Property (other than the Transaction Documentationlicenses for off-the-shelf software, “shrink-wrap” and “clickwrap” licenses) and each material Government Contract, a “Material Contract”): (i) any agreement (or group of related agreements) each Contract for the lease of personal property from or to third parties (A) which provides for lease requiring annual payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice200,000; (ii) any agreement (or group of related agreements) each Contract for the purchase or sale of products or for the furnishing or receipt of services which involves annual payments in excess of $200,000; (iii) each Contract with any customer of the Business that accounted for more than $1,000,000 of gross sales of the Business for the year ended December 31, 2004; (iv) each Contract with (A) which calls any customer of the Business that accounted for performance over a period of more than one year$1,000,000 of gross sales of the Business for the year ended December 31, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) 2004 in which the Company any Business Subsidiary or Operating Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; and (iiiB) any agreement which, to the knowledge of the CompanySellers (including, establishes for this purpose only, inquiry of each country manager (or equivalent position) of each Business Subsidiary and each Operating Subsidiary), any other customer of the Business which is also a material customer of the Buyer listed in the Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 in which any Business Subsidiary or Operating Subsidiary has granted “most favored nation” pricing provisions; (v) each Contract concerning the establishment or operation of a partnership, joint venture or legal partnershiplimited liability company, but excluding any such Contract with an Affiliate that shall be terminated in accordance with the provisions of Section 4.10 hereof; (ivvi) any agreement (or group of related agreements) each Contract under which it any Business Subsidiary or Operating Subsidiary has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness Indebtedness (including capitalized lease obligationsother than intercompany Indebtedness) involving more than $25,000 or under which it any Business Subsidiary or Operating Subsidiary has imposed (or may impose) granted a Security Interest (other than in respect of intercompany Indebtedness) on any of its material assets, tangible or intangible; (v) , other than any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, Permitted Security Interest or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess purchase money security interest of $50,000 per annum 200,000 or less (other than employment or consulting agreements terminable on less than thirty (30) days’ noticesimilar arrangement under foreign law); (vii) each Contract for the disposition of any agreement involving any officer, director or stockholder material portion of the Company assets or business of any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) Business Subsidiary or Operating Subsidiary (other than stock subscriptionsales of services in the Ordinary Course of Business and the disposition of other assets no longer used in the Business in the Ordinary Course of Business) and each Contract for the acquisition of the assets or business of any other entity entered into after December 31, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)2001; (viii) each Contract (A) with any agreement customer of the Business that accounted for more than $1,000,000 of gross sales of the Business for the year ended December 31, 2004 containing a noncompetition obligation, (B) with any other customer of the Business containing a noncompetition obligation, which noncompetition obligation may not be terminated without penalty effective on a date that is within three (3) months or commitment for capital expenditures in excess less after notice or (C) with respect to any Business Intellectual Property containing a noncompetition obligation that would limit the right of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 Buyer or any of its Affiliates or any Business Subsidiary or Operating Subsidiary to freely engage in the aggregate for all projects)Business, which noncompetition obligation may not be terminated without penalty effective on a date that is within three (3) months or less after notice; (ix) each Contract, other than a customer Contract, concerning confidentiality, noncompetition, non-solicitation or non-hiring not entered into in the Ordinary Course of Business which is in effect on the date of this Agreement; (x) any agreement employment or consulting Contract requiring annual payments by a Business Subsidiary or Operating Subsidiary in excess of $100,000 or otherwise entered into outside of the Ordinary Course of Business; (xi) each settlement Contract, compromise Contract or release of claims entered into within one (1) year prior to the date of this Agreement with any current or former Business Employee, executive officer or director of any Business Subsidiary or Operating Subsidiary requiring a payment in excess of $100,000 to such Business Employee, executive officer or director; (xii) each Contract which contains any provisions requiring any Business Subsidiary or Operating Subsidiary to indemnify any other party (excluding indemnities contained in such Business Subsidiary’s or Operating Subsidiary’s standard terms and conditions for services entered into in the Ordinary Course of Business, in any employment or consulting Contract entered into in the Ordinary Course of Business, and other Contracts entered into in the Ordinary Course of Business); (xiii) each Contract with language vendors (whether individuals or entities), with a term equal to or greater than one (1) year that are not cancellable without penalty on sixty (60) days or less advance notice and require payments in excess of $100,000; (xiv) each other Contract (or group of related Contracts) requiring annual payments by a Business Subsidiary or Operating Subsidiary in excess of $200,000 not entered into in the Ordinary Course of Business; and (xv) each Contract not listed in items (i) through (xiv) above under which which, to the knowledge of the Sellers, the consequences of a default or termination would reasonably be expected to have a Company Business Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company Parent has delivered or made available to the Parent Buyer a complete and accurate copy of each agreement Contract listed in Section 2.13 or Section 2.14 of the Company Disclosure Schedule. With respect to each agreement Contract so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement Contract is a legal, valid, binding and enforceable obligation of the Company and in full force and effecteffect against the applicable Business Subsidiary or Operating Subsidiary, and, to the knowledge of the Sellers, against each other party thereto, except as to the extent that such enforceability enforcement may be limited under subject to applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or similar laws, rules or regulations laws affecting the enforcement of creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equityequitable principles; (ii) the agreement Contract will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect immediately following the Closing in accordance with the terms thereof (subject to any change in control provisions set forth therein) as in effect immediately prior to the ClosingClosing except for Contracts terminated prior to the Closing in accordance with their terms; and (iii) neither the Company no Business Subsidiary or Operating Subsidiary nor, to the knowledge of the CompanySellers, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the CompanySellers, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company any Business Subsidiary, Operating Subsidiary or, to the knowledge of the CompanySellers, any other party under such contractagreement, except for other than any breachsuch breaches, violation violations or default that has not had and defaults which would not reasonably be anticipated expected to have a Company Business Material Adverse Effect.

Contracts. (a) Section 2.14 3.14(a) of the Company Disclosure Schedule lists the following agreements (whether written other than those agreements which have been terminated with no ongoing obligations other than confidentiality or oralpublicity) in favor of the Company (each a “Contract”) to which the Company or any Subsidiary is a party as of the date of this Agreement (other than the Transaction Documentation):party: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess involves more than the sum of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice100,000; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60B) days or less prior written notice and which involves more than the sum of $25,000 per annum100,000, or (BC) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any services, products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichproviding for any royalty, milestone or similar payments by the Company with respect to the knowledge development or sale of the Companyany product or use of Intellectual Property, establishes a material joint venture or legal partnershipin each case providing for payments of more than $50,000; (iv) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (v) any agreement (or group of related agreements) under which it the Company or any Subsidiary has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (vvi) any agreement that purports to limit in for the disposition of any material respect significant portion of the right assets or business of the Company to engage in or any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum Subsidiary (other than employment sales of products in the Ordinary Course of Business) or consulting agreements terminable on less any agreement for the acquisition of the assets or business of any other Person (other than thirty (30) days’ noticepurchases of inventory or components in the Ordinary Course of Business); (vii) any agreement concerning confidentiality, noncompetition or non-solicitation (excluding any confidentiality agreements with consultants, service providers, suppliers or employees of the Company or any Subsidiary containing terms and conditions set forth in the Company’s or the applicable Subsidiary’s standard form of agreement, copies of which have previously been, or in the case of those Contracts indicated in Section 3.14(a)(vii) of the Disclosure Schedule, will prior to the Closing Date be, delivered or made available to the Buyer); (viii) any employment agreement, consulting agreement, severance agreement (or agreement that includes provisions for the payment of severance) or retention agreement, other than offer letters with employees (the form of which has been made available to the Buyer) providing for “at will” employment in the form used by the Company or any Subsidiary in the Ordinary Course of Business; (ix) any settlement agreement or settlement-related agreement (including any agreement in connection with which any employment-related claim is settled); (x) any agreement involving any current or former officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (Affiliate thereof, other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)as mentioned under (viii) above; (viiixi) any agreement or commitment for capital expenditures not otherwise listed in excess Section 3.14(a) of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement Disclosure Schedule under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (xxii) any agency, distributor, sales representative, franchise or similar agreements to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound; (xiii) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business); (xixiv) any agreement, other than as contemplated by this Agreement, agreements relating to grants, funding or other forms of assistance, including loans with interest at below market rates, received by the future sales Company or any of securities its Subsidiaries from any Governmental Entity; (xv) any agreement that would reasonably be expected to have the effect of prohibiting or impairing the conduct of the Companybusiness of the Company or any of the Subsidiaries or the Buyer or any of its subsidiaries as currently conducted and as currently proposed to be conducted; (xvi) the agreements listed in Sections 3.13(h) and 3.13(i) of the Disclosure Schedule; and (xiixvii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments either involving more than $100,000 or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent Buyer a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure ScheduleContract (as amended to date). With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure ScheduleContract: (i) the agreement Contract is a legal, valid, binding and enforceable obligation of the Company enforceable, subject to Applicable Bankruptcy Laws, and in full force and effecteffect against the Company or the Subsidiary that is the party thereto, except as such enforceability may be limited under applicable bankruptcyapplicable, insolvency and similar lawsand, rules or regulations affecting creditorsto the Warrantors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equityKnowledge, against each other party thereto; (ii) the agreement Contract will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding and enforceable obligation of the Companyenforceable, except as such enforceability may be limited under applicable bankruptcysubject to Applicable Bankruptcy Laws, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Warrantors’ Knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither none of the Company norCompany, any Subsidiary or, to the knowledge Knowledge of the CompanyWarrantors, any other party, is in breach or violation of, or default under, any such agreementContract, and no event has occurred, is pending or, to the knowledge Knowledge of the CompanyWarrantors, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company Company, any Subsidiary or, to the knowledge Knowledge of the CompanyWarrantors, any other party under such Contract. (c) Neither the Company nor any Subsidiary is a party to any oral contract, except agreement or other arrangement which, if reduced to written form, would be required to be listed in Section 3.14(a) of the Disclosure Schedule under the terms of Section 3.14(a). Neither the Company nor any Subsidiary is a party to any written or oral arrangement (i) to perform services or sell products which is expected to be performed at, or to result in, a loss, (ii) that is of an onerous or unusual nature, or (iii) for any breach, violation which the customer has already been billed or default paid that has have not had and would not reasonably be anticipated to have a Company Material Adverse Effectbeen fully accounted for on the Most Recent Balance Sheet.

Contracts. (a) Section 2.14 14.1 For the purposes of the Company Disclosure this Schedule lists 3, the following agreements (whether written or oral) agreements, to which the extent that a Group Company is a party as thereto, are “Material Contracts”: (a) agreements which restrict, or would restrict following Completion, the freedom of the date Purchaser Group (including the Group) to carry on its business in any part of this Agreement the world in such manner as it thinks fit, and which are incapable of termination without material compensation by a Group Company at its discretion on fewer than six months’ unilateral notice; (b) agreements which are a joint venture, consortium, partnership, other unincorporated association or profit (or loss) sharing agreement; (c) agreements which set out the principal terms of the management or governance of each of the Funds to which any Group Company is party; (d) agreements under which any Group Company has sold or disposed of any company or business where it remains subject to any material liability (whether contingent or otherwise); (e) agreements which involve or are likely to involve expenditure by any Group Company, or payments to any Group Company, totalling in excess of US$ 2 million per annum; (f) agreements which are not on arm’s lengths terms which involve or are likely to involve expenditure by any Group Company, or payments to any Group Company, totalling in excess of US$ 1 million per annum; (g) agreements which include a guarantee, indemnity or other agreement given by any Group Company securing an obligation (in an amount in excess of US$ 1 million) of a person other than a Group Company, except in the Transaction Documentation):ordinary course of business; or (h) agreements under which, by virtue of the Transaction, (i) any agreement other party is likely to be relieved of any material obligation or become entitled to exercise any material right (including any termination or group of related agreements) for the lease of personal property from pre-emption right or to third parties (A) which provides for lease payments in excess of $25,000 per annum other option); or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (Group Company is likely to be in default or group of related agreements) for the purchase lose any material benefit, right or sale of products licence which it currently enjoys; or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) a material liability or obligation of a Group Company is likely to be created or increased. 14.2 True and accurate copies of all Material Contracts as at the date hereof have been disclosed in the Data Room. 14.3 All of the Material Contracts are currently in force, and so far as the Seller is aware binding and enforceable. 14.4 No Group Company nor, so far as the Seller is aware, any agreement third party is in material default under any Material Contract. 14.5 There are no circumstances which, to with notice and/or lapse of time, even taking into account the knowledge completion of the Transaction, would be a material breach of any Material Contract by a Group Company or a breach that would give to others any rights of termination or rescission of, material amendment of, or acceleration of material obligations under any Material Contract. 14.6 No notice of termination or of intention to terminate has been received in respect of any Material Contract. 14.7 No Group Company has received, or given, any written notice relating to a Material Contract: (a) asserting that there is any outstanding material breach by any Group Company of its obligations under that Material Contract; (b) alleging that such Material Contract is not valid and subsisting; or (c) seeking, or notifying of its intention, to effect any termination or amendment of a Material Contract. 14.8 All the related party transactions between a Group Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has createdon one hand, incurredand the Seller Group, assumed or guaranteed (or may createon the other hand, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products are entered into in the Ordinary Course ordinary course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi)business and on arms’ length terms. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (a) Section 2.14 5.15(a) of the Company Parent Disclosure Schedule Letter lists the following agreements (whether written or oral) Contracts to which the Company Parent or any of its Subsidiaries is a party as of the date of this Agreement (other than the Transaction Documentation):party: (i) each"material contract" (as such term is defined in Item 10.0 and in Instructions As To Exhibits of Form 20-F) to which Parent or any agreement (of its Subsidiaries is a party to or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticebound; (ii) each Contract not contemplated by this Agreement that limits the ability of Parent or any agreement (of its Subsidiaries or group Affiliates to engage in or compete with any line of related agreements) for the purchase business in any location or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) with any Person in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain partymaterial manner; (iii) any agreement whicheach Contract that creates a partnership, to the knowledge of the Company, establishes a material joint venture or legal partnershipany strategic alliance with respect to the Company or any of its Subsidiaries; (iv) each employment, consulting, services or similar Contract with any agreement (employee or group independent contractor of related agreements) under which it has created, incurred, assumed Parent or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) any of its Subsidiaries involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any 250,000 of its assets, tangible or intangibleannual compensation; (v) any agreement that purports to limit each indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or Contract providing for Indebtedness individually in any material respect the right excess of the Company to engage in any line of business, or to compete with any person or operate in any geographical location$1,000,000; (vi) each Contract entered into since January 1, 2016 that relates to the acquisition or disposition, directly or indirectly, of any employment agreement business (whether by merger, sale of stock, sale of assets or consulting agreement which provides for payments in excess of $50,000 per annum otherwise) or any material assets, including any vessel (other than employment (A) this Agreement or consulting agreements terminable on less (B) acquisitions or dispositions of supplies, inventory, merchandise or products (other than thirty (30vessels) days’ noticein the ordinary course of business or that are obsolete, worn out, surplus or no longer used or useful in the conduct of business of Parent or its Subsidiaries), including also any such Contract whenever entered into that includes provisions that remain in effect in respect of"earn-outs" or deferred or contingent consideration; (vii) any agreement involving any officereach ship-sales, director memorandum of agreement, bareboat charter, or stockholder of the Company other vessel acquisition Contract entered into since January 1, 2016 for Newbuildings and secondhand vessels contracted for by Parent or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) of its Subsidiaries (other than stock subscriptionCompany Owned Vessels) and other Contracts entered into since January 1, stock option2016 with respect to Newbuildings of Parent or any of its Subsidiaries and the financing thereof, restricted stockincluding performance guarantees, warrant or stock purchase counter guarantees, refund guarantees, supervision agreements the forms of which have been made available to Parent)and plan verification services agreements; (viii) any each pool agreement, management agreement, crewing agreement or commitment for capital expenditures in excess of $25,000, for a single project financial lease (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects)including sale/leaseback or similar arrangements) with respect to any Parent Vessel; (ix) any agreement under which Contract with a Third Party for the consequences charter of a default or termination would reasonably be expected to have a Company Material Adverse Effectany Parent Vessel; (x) each collective bargaining agreement or other Contract with a labor union to which Parent or any agreement which contains any provisions requiring the Company of its Subsidiaries is a party or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business)otherwise bound; (xi) each Contract that provides for indemnification by Parent or any agreement, of its Subsidiaries to any Person other than as contemplated by this Agreementa Contract entered into in the ordinary course of business; (xii) each Contract pursuant to which Parent or any of its Subsidiaries spent or received, relating in the aggregate, more than $500,000 during the twelve (12) months prior to the future sales date hereof or could reasonably be expected to spend or receive, in the aggregate, more than $500,000 during the twelve (12) months immediately after the date hereof; (xiii) each Contract to which Parent or any of securities of the Companyits Subsidiaries is a party or otherwise bound that contains a so-called"most favored nations" provision or similar provisions requiring Parent or its Affiliates to offer to a Person any terms or conditions that are at least as favorable as those offered to one or more other Persons; and (xiixiv) each Contract involving a standstill or similar obligation of Parent or any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi)its Subsidiaries. (b) The Company Parent has delivered or heretofore made available to the Parent a Company true and complete and accurate copy of each agreement listed in Section 2.14 copies of the Company Disclosure ScheduleMaterial Contracts as in effect as of the date hereof. With respect to each agreement so listed, and except Except as set forth in on Section 2.14 5.15(b) of the Company Parent Disclosure Schedule: Letter or as would not reasonably be expected to be material to Parent and its Subsidiaries, taken as a whole, (i) each of the agreement Material Contracts is a legal, valid, binding and binding, enforceable obligation of the Company and in full force and effecteffect with respect to Parent and its Subsidiaries, and to the Knowledge of Parent, the other parties thereto, except as such to the extent that the enforceability thereof may be limited under applicable bankruptcyby the Equitable Exceptions and except for any Material Contracts that have expired or been terminated after the date hereof in accordance with its terms, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will notneither Parent nor any of its Subsidiaries, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior nor to the Closing; and (iii) neither the Company nor, to the knowledge Knowledge of the Company, Parent any other partyparty to a Material Contract, is in breach or violation has violated any provision of, or default under, taken or failed to take any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, act which, after the giving of with or without notice, with lapse of time, or otherwiseboth, would constitute a breach or default by the Company orunder, or give rise to the knowledge any right of the Companycancellation or termination of or consent under, such Material Contract, and neither Parent nor any other party of its Subsidiaries has received written notice that it has breached, violated or defaulted under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse EffectContract.

Contracts. (a) Section 2.14 Each Assignor has provided to Lone Star or has given Lone Star access to accurate and complete copies of the Company Disclosure Schedule lists all of the following agreements (whether written or oral) documents to which the Company such Assignor is a party as subject and each of the date of this Agreement (other than the Transaction Documentation): which is listed on Schedule 3.1(m): (i) any agreement lease (whether of real or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; property); (ii) any agreement (or group of related agreements) for the purchase of materials, supplies, goods, services, equipment, or sale of products or for the furnishing or receipt of services other assets (A) which calls providing for performance over a period annual payments by such Assignor of more than one year$10,000 or more, is (B) providing for aggregate payments by such Assignor of $25,000 or more, or (C) not cancellable without penalty by the Company terminable on sixty thirty (6030) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; without penalty; (iii) any partnership, joint venture, or other similar agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; arrangement; (iv) any agreement (instruments or group documents evidencing the issuance of related agreements) under which it has createdany equity securities, incurredwarrants, assumed rights or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any options to purchase equity securities of its assets, tangible or intangible; such Assignor; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; management agreements; (vi) any employment agreement instruments or consulting agreement which provides for payments in excess documents evidencing or relating to Indebtedness, or guarantees of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stocklicense, warrant franchise, or stock purchase agreements the forms of which have been made available to Parent); similar agreement; (viii) any agreement agency, dealer, sales representative, marketing, or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); other similar agreement; (ix) any agreement under which that limits the consequences freedom of a default any Assignor to compete in any line of business or termination with any Person or in any area that would reasonably be expected to have a Company Material Adverse Effect; limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement which contains with a holder of any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); Assignor's capital stock; (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales agreement with any director or officer of securities of the Companyany Greenbriar Party; and or (xii) any other agreement (agreement, commitment, arrangement, or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) plan not entered into made in the Ordinary Course ordinary course of Businessbusiness. All such agreements, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available arrangements, commitments, guarantees and other instruments are legal, valid and binding obligations of such Assignor, and to the Parent a complete and accurate copy of each agreement listed in Section 2.14 such Assignor's knowledge, of the Company Disclosure Schedule. With respect to each agreement so listedother parties thereto, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with their terms; all payments required to be made thereunder have been made by the terms thereof as in effect immediately prior parties required to do so, except to the Closingextent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and (iii) neither the Company norno defenses, to the knowledge of the Companyoffsets or counterclaims thereto have been asserted in writing, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Companysuch Assignor's knowledge, is threatenedmay be made by any party thereto other than such Assignor, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, nor has such Assignor waived any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectsubstantial rights thereunder.

Contracts. (a) Except as set forth in Section 2.14 4.15(a) of the Company Disclosure Schedule lists or as set forth in the following agreements (whether written or oral) to which the SEC Reports, no Acquired Company is a party as to any of the date of this Agreement following (other than collectively, the Transaction Documentation“Material Contracts”): (i) any agreement (contract that involves the performance of services or group delivery of related agreements) for the lease of personal property from goods or materials by any Acquired Company that is reasonably expected to third parties (A) which provides for lease payments result in revenue to such Acquired Company in excess of $25,000 per annum or 50,000 in the twelve (B12) which has a remaining term longer month period following the Closing Date (other than 12 months open purchase orders made in the ordinary course of business and is not cancellable without penalty distributor agreements that do not, by the Company on sixty (60) days or less prior written noticethemselves, generate revenue); (ii) any agreement (or group of related agreements) for contract that involves the purchase or sale of products or for the furnishing or receipt performance of services (A) which calls for performance over a period for, or delivery of more than one yeargoods or materials to, any Acquired Company that is not cancellable without penalty reasonably expected to result in expenditures by the such Acquired Company on sixty (60) days or less prior written notice and involves more than the sum in excess of $25,000 per annum, or 50,000 in the twelve (B12) month period following the Closing Date (other than open sales orders made in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain partyordinary course of business); (iii) any agreement whichor contract for the employment of any Person on a full-time, to part-time, consulting or other basis (A) providing annual cash or other compensation in excess of $100,000, or (B) providing for the knowledge payment of any cash or other compensation or benefits upon the consummation of the Company, establishes a material joint venture or legal partnershipContemplated Transactions; (iv) any agreement agreement, promissory note, loan agreement, guaranty or indenture relating to Indebtedness of any Acquired Company or the mortgaging or pledging of any asset of or that evidences any Lien (or group other than Permitted Liens) on the assets of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangibleAcquired Company; (v) any agreement that purports to limit restricts any Acquired Company from (A) engaging in any material respect the right aspect of the Company to engage Business, (B) participating or competing in any line of businessbusiness or market, (C) freely setting prices for its products, services or technologies (including most favored customer pricing provisions), (D) engaging in any business in any market or geographic area or that grants any exclusive rights, rights of refusal, rights of first negotiation or similar rights to any party, or to compete with any person (E) soliciting potential suppliers or operate in any geographical locationcustomers; (vi) any employment joint venture or partnership agreement involving a sharing of profits, losses, costs or consulting agreement which provides for payments in excess of $50,000 per annum (liabilities by any Acquired Company with any other than employment or consulting agreements terminable on less than thirty (30) days’ notice)Person; (vii) any agreement involving with any officerlabor union, director works council or stockholder similar labor organization, or any collective bargaining agreement or similar agreement with or regarding any of the Company or employees of any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)Acquired Company; (viii) any agreement between or commitment for capital expenditures in excess among any Acquired Company, on the one hand, and any of $25,000the Acquired Companies’ respective officers, directors, employees or stockholders or any member of their immediate families, on the other hand (excluding, for a single project (it being represented and warranted that the liability under all undisclosed avoidance of doubt, agreements and commitments for capital expenditures does not exceed $100,000 in relating to the aggregate for all projectsemployment, engagement or termination of employees of the Acquired Companies); (ix) any agreement under which the consequences of with a default or termination would reasonably be expected to have a Company Material Adverse EffectGovernment Entity; (x) any lease or agreement under which contains any provisions requiring the Acquired Company is (A) lessee of or to indemnify holds or operates any tangible personal property owned by any other party thereto Person in which the aggregate annual rental payments exceed $50,000, or (excluding indemnities contained B) lessor of or permits any other Person to hold or operate any tangible personal property owned by any Acquired Company in agreements for which the purchase, sale or license of products entered into in the Ordinary Course of Business)aggregate annual rental payments exceed $50,000; (xi) any agreementagreement under which any Acquired Company licenses to or from another Person any Intellectual Property, other than as contemplated by this Agreement“shrink wrap” and agreements under which commercially available, relating off-the-shelf software is licensed to the future sales of securities of the such Acquired Company; andor (xii) any other agreement (or group of related agreements) that (A) under is material to the conduct of the Business or the absence of which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or would have a Material Adverse Effect and (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses terminable by the Acquired Companies on sixty (i60) through (xi)days’ or less notice without penalty or cost to any Acquired Company. (b) The Company Seller has delivered or made available provided to the Parent Purchaser a true, correct and complete and accurate copy of each agreement listed in Section 2.14 written Material Contract and a written description of the Company Disclosure Schedulematerial terms of each oral Material Contract. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement Each Material Contract is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect and, assuming the due execution by the other parties thereto, is a valid and binding obligation of the applicable Acquired Company, except to the extent any such Material Contract has expired or has been terminated in accordance with the its terms thereof and except as in effect immediately prior to the Closing; may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (iiiii) neither the applicable equitable principles (whether considered in a proceeding at law or in equity). No Acquired Company nor, to the knowledge of the Company, any other party, is in material violation or breach or violation of, of or default under, under any such agreementMaterial Contract, and no to Seller’s Knowledge, the other parties to each Material Contract are not in material violation or breach of or default thereunder. No event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of noticeoccurred that, with notice or lapse of time, time or otherwiseboth, would constitute a material breach of or material default under any Material Contract by the any Acquired Company or, to the knowledge of the CompanySeller’s Knowledge, by any other party under such contractthereto. None of the counterparties to any Material Contract has notified Seller or any Acquired Company in writing that it intends to terminate, except for cancel or not renew any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse EffectContract.

Contracts. (a) Section 2.14 Schedule 3.19 contains a true and complete list of each of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is a party Contracts as of the date of this Agreement (other than the Transaction Documentation):hereof: (i) all Contracts providing for a commitment of employment or consultation services for a specified term and payments at any agreement (one time or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in any one year in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice100,000; (ii) all Contracts with any agreement (Person containing any provision or group of related agreements) for covenant prohibiting or materially limiting the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by ability the Company on sixty (60) days or less prior written notice and involves more than any of the sum of $25,000 per annum, Subsidiaries to engage in any business activity or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to compete with any products or territory or has agreed to purchase goods or services exclusively from a certain partyPerson; (iii) any agreement which, all Contracts relating to the knowledge indebtedness of the Company, establishes a material joint venture Company or legal partnershipany of the Subsidiaries; (iv) all Contracts (other than this Agreement) providing for (i) the disposition or acquisition of any agreement (assets or group of related agreements) under which it has created, incurred, assumed properties that individually or guaranteed (in the aggregate are material to the business or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assetsthe Subsidiaries or that contain continuing obligations of any of the Subsidiaries, tangible or intangible(ii) any merger or other business combination involving the Company and the Subsidiaries; (v) any agreement all Contracts (other than this Agreement) that purports to limit in any material respect or contain restrictions on the right ability of the Company and the Subsidiaries to incur indebtedness or incur or suffer to exist any Lien, to purchase or sell any assets, to change the lines of business in which it participates or engages or to engage in any line of business, merger or to compete with any person or operate in any geographical locationother business combination; (vi) all Contracts establishing any employment agreement joint venture, strategic alliance or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)collaboration; (vii) all Contracts with any agreement involving Person obligating the Company and any officer, director or stockholder of the Company Subsidiaries to guarantee or otherwise become directly or indirectly obligated with respect to any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant liability or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs obligation in excess of $25,000 in any year each case or (B) not entered into $100,000 in the Ordinary Course aggregate at any one time outstanding; (viii) all Contracts for the leasing of Businessreal property by the Company and any of the Subsidiaries setting forth the address, in landlord and tenant for each case which is not otherwise described in clauses lease; and (ix) all other Contracts that (i) through involve the payment, pursuant to the terms of any such Contract, by or to the Company or any of the Subsidiaries of more than $100,000 annually, (xi)ii) cannot be terminated within 90 days after giving notice of termination without resulting in any material cost or penalty to the Company, or (iii) are material to the businesses of the Subsidiaries. (b) The Company has Prior to the date hereof, true, correct and complete copies of each Contract required to be disclosed in Schedule 3.19 have been delivered to, or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedulefor inspection by, Purchaser. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement Each such Contract is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms, of the terms thereof as in effect immediately prior to Company and the ClosingSubsidiaries and, of each other party thereto; and (iii) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the CompanySeller, any other party under to such contractContract, except for any breach, is in violation or breach of or default that has not had and under any such Contract (or with notice or lapse of time or both, would not reasonably be anticipated to have a Company Material Adverse Effectin violation or breach of or default under any such Contract).

Contracts. (a) Section 2.14 3.16 of the Company Disclosure Schedule lists of Exceptions contains a list of the following contracts and other agreements (whether written or oral) to which the Company is a party as of the date of this Agreement (party, whether written or oral, other than the Transaction Documentation):those contracts and other agreements that have been fully performed by all parties thereto and under which no party thereto has any rights or obligations: (ia) any agreement (or group of related agreements) for the lease of personal property to or from or to third parties (A) which provides any Person for lease payments over $50,000 in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeany 12-month period; (iib) any agreement for the purchase, sale or lease of real property; (c) any agreement (or group of related agreements) for the purchase or sale of products any raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rightswas paid (or paid) more than $50,000 in either 2013 or 2014 or is entitled to receive (or obligated to pay) more than $50,000 in any 12-month period commencing after December 31, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party2014; (iiid) any agreement whichgranting any Person the exclusive right to market, to the knowledge sell or distribute any of the Company’s products, establishes whether in any geographic territory, to any customer or account, or otherwise; (e) any agreement concerning a material partnership, joint venture or legal partnershipother similar arrangement involving a sharing of profits and losses with any Person; (ivf) except for agreements relating to trade receivables entered into in the Ordinary Course of Business, any agreement (or group of related agreements) under which it has created, incurred, assumed assumed, or guaranteed (any Indebtedness, or may create, incur, assume or guarantee) indebtedness (including any capitalized lease obligations) involving more than $25,000 obligation or under which it has imposed a Lien (or may imposeother than a Permitted Lien) a Security Interest on any of its assets, tangible or intangible; (vg) any agreement that purports to limit in any material respect the right of which materially restricts the Company to engage from competing in any line of business, business or to compete with any person or operate in any geographical locationgeographic area; (vih) any profit-sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (i) any collective bargaining agreement; (j) any agreement for the employment agreement of any individual on a full-time, part-time, consulting, or consulting agreement which provides for payments in excess of $50,000 per annum other basis (other than employment or consulting agreements terminable on less than thirty (30) days’ noticeincluding leased persons); (viik) any agreement involving pertaining to the marketing, sale or distribution of any officer, director or stockholder of the Company Company’s products (including any agreements creating an agency relationship or providing for the resale of any affiliate (as defined in Rule 12b-2 under of the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to ParentCompany’s products); (viiil) any agreement requiring the Company to pay to any Person a royalty, commission or commitment for capital expenditures other payment, the amount of which is based in excess whole or in part on the sales of $25,000, for a single project (it being represented and warranted that products by the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects)Company; (ixm) any agreement under which the consequences Company has advanced or loaned any amount to any of a default its directors, officers or termination would reasonably be expected to have a Company Material Adverse Effectemployees; (xn) any agreement under which contains any provisions requiring the Company has advanced or loaned any amount to indemnify any other Person; (o) any agreement that requires the Company to purchase its total requirements of any product or service from a third party thereto or that contains “take or pay” provisions; (excluding indemnities contained in agreements for p) any agreement with any Company Stockholder or their Affiliates; (q) any agreement that relates to the purchaseacquisition or disposition of any business division or material assets or properties (whether by merger, sale of stock, sale of assets or license of products entered into in the Ordinary Course of Businessotherwise); (xir) any agreement, other than as contemplated by this Agreement, relating agreement that relates to the future sales compromise or settlement of securities of the Companyany litigation or arbitration or other proceeding; and (xiis) any other agreement (or group of related agreements) (A) under the performance of which the Company is obligated to make payments or incur costs involves consideration in excess of $25,000 in any year 100,000 or that is otherwise material to the Company or the Business or the Company’s condition (Bfinancial or otherwise) not entered into in the Ordinary Course or results of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) operations. The Company has delivered or made available to the Parent a correct and complete and accurate copy of each such written agreement listed in Section 2.14 as amended to date and a written summary setting forth the material terms and conditions of the Company Disclosure Scheduleeach such oral agreement. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedulesuch agreement: (i) the agreement is a legal, valid, binding and binding, enforceable obligation of the Company and in full force and effectand, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation Knowledge of the Company, except as such enforceability may be limited under applicable bankruptcyeach other party thereto, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be is in full force and effect in accordance with the its terms thereof as in effect immediately prior all material respects, subject in each case to the ClosingEnforceability Limitations; and (iiiii) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge Knowledge of the Company, any other party thereto is in breach or default, in any material respect, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration under such contract, except for the agreement; and (iii) no party has repudiated in writing any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectmaterial provision of the agreement.

Contracts. (a) Section 2.14 2.15 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company Seller is a party as of the date of this Agreement (other than the Transaction Documentation):Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 per annum or (B) which has having a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticemonths; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60B) days or less prior written notice and which involves more than the sum of $25,000 per annum25,000, or (BC) in which the Company Seller has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichproviding for any royalty, milestone or similar payments by the Seller with respect to the knowledge development or sale of the Company, establishes a material joint venture or legal partnershipany product; (iv) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (v) any agreement (or group of related agreements) under which it the Seller has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may be required to impose) a Security Interest on any of its assets, tangible or intangible; (vvi) any agreement that purports to limit in for the disposition of any material respect the right significant portion of the Company to engage in assets or business of the Seller or any line agreement for the acquisition of business, the assets or to compete with business of any other person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment purchases of inventory or consulting agreements terminable on less than thirty (30) days’ noticecomponents in the Ordinary Course of Business); (vii) any agreement concerning confidentiality, noncompetition or non-solicitation (excluding any confidentiality agreements with service providers, suppliers or employees of the Seller containing terms and conditions substantially as set forth in the Seller’s standard form of agreement, copies of which have previously been delivered or made available to the Buyer); (viii) any employment agreement, consulting agreement, severance agreement (or agreement that includes provisions for the payment of severance) or retention agreement, other than offer letters with employees (the form of which has been made available to the Buyer) providing for “at will” employment in the form used by the Seller in the Ordinary Course of Business; (ix) any settlement agreement or settlement-related agreement (including any agreement in connection with which any employment-related claim is settled); (x) any agreement involving any current or former officer, director or stockholder of the Company Seller or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)Affiliate thereof; (viiixi) any agreement or commitment for capital expenditures not otherwise listed in excess Section 2.15(a) of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement Disclosure Schedule under which the consequences of a default or termination would reasonably be expected to have a Company Seller Material Adverse Effect; (xxii) any agreement which contains any provisions requiring the Company or Seller to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business); (xixiii) any agreement, other than as contemplated by this Agreement, agreements relating to grants, funding or other forms of assistance, including loans with interest at below market rates, received by the future sales Seller from any Governmental Entity; (xiv) any agreement that would reasonably be expected to have the effect of securities prohibiting or impairing the conduct of the Companybusiness of the Seller or the Buyer or any of its subsidiaries as currently conducted and as currently proposed to be conducted; and (xiixv) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of either involving more than $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company Seller has delivered or made available to the Parent Buyer a complete and accurate copy of each agreement listed in Section 2.14 2.13 or Section 2.15 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, is assignable by the Seller to the Buyer without the consent or approval of any party (except as a result set forth in Section 2.4 of the execution Disclosure Schedule) and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease will continue to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company Seller nor, to the knowledge of the CompanySeller, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the CompanySeller, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company Seller or, to the knowledge of the CompanySeller, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectagreement.

Contracts. (aSection 2(l) Section 2.14 of the Company Disclosure Schedule lists the following agreements contracts, agreements, and other written arrangements (whether written or oralother than with advertisers for the sale of air time) to which the Company Seller is a party as of the date of this Agreement (other than the Transaction Documentation):party: (i) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 1,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeyear; (ii) any agreement written arrangement (or group of related agreementswritten arrangements) for the purchase or sale of products supplies, products, or other personal property or for the furnishing or receipt of services (A) which either calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days year or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party1,000; (iii) any agreement which, to the knowledge of the Company, establishes written arrangement concerning a material partnership or joint venture or legal partnershipventure; (iv) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 1,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, written arrangement concerning confidentiality or to compete with any person or operate in any geographical locationnoncompetition; (vi) any written arrangement with any of its employees in the nature of a collective bargaining agreement, consulting agreement, employment agreement agreement, or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)severance agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement written arrangement under which the consequences of a default or termination would reasonably be expected to could have a Company Material Adverse Effect;an adverse effect on the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller or the Stations; or (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xiiviii) any other agreement written arrangement (or group of related agreementswritten arrangements) (A) under which the Company is obligated to make payments either involving more than $5,000 or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) . The Company Seller has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each agreement written arrangement listed in Section 2.14 2(l) of the Company Disclosure ScheduleSchedule (as amended to date). The Buyer acknowledges receipt of copies of such arrangements from the Seller. With respect to each agreement written arrangement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (iA) the agreement written arrangement is a legal, valid, binding and enforceable obligation of the Company binding, enforceable, and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (iiB) through the agreement stated termination date stated therein, the written arrangement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding binding, and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the on identical terms thereof as in effect immediately prior to following the Closing; and (iiiC) neither the Company nor, to the knowledge of the Company, any other party, no party is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by or permit termination, modification, or acceleration, under the Company or, to the knowledge written arrangement; and (D) no party has repudiated any provision of the Company, written arrangement. The Seller is not a party to any other party under such verbal contract, except for any breachagreement, violation or default that has not had and other arrangement which, if reduced to written form, would not reasonably be anticipated required to have a Company Material Adverse Effectbe listed in Section 2(l) of the Disclosure Schedule under the terms of this Section 2(l).

Contracts. (a) Section 2.14 2.13 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is a party as of the date of this Agreement (other than the Transaction Documentation):Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 per annum or (B) which has having a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticemonths; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60B) days or less prior written notice and which involves more than the sum of $25,000 per annum25,000, or (BC) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material partnership or joint venture or legal partnershipventure; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, concerning confidentiality or to compete with any person or operate in any geographical locationnoncompetition; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (affiliate, as defined in Rule 12b-2 under the Exchange Act) , thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (xix) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business; and (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under Company to which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi)a party. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 2.13 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 2.13 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company is not nor, to the knowledge of the Company, is any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (aSection 2(k) Section 2.14 of the Company Disclosure Schedule lists the following agreements contracts, agreements, and other written arrangements (whether written or oralother than with advertisers for the sale of air time which are listed in Section 2(s) of the Disclosure Schedule) to which the Company Seller is a party as of the date of this Agreement (other than the Transaction Documentation):party: (i) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 1,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeyear; (ii) any agreement written arrangement (or group of related agreementswritten arrangements) for the purchase or sale of products supplies, products, or other personal property or for the furnishing or receipt of services (A) which either calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days year or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party1,000; (iii) any agreement which, to the knowledge of the Company, establishes written arrangement concerning a material partnership or joint venture or legal partnershipventure; (iv) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 1,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, written arrangement concerning confidentiality or to compete with any person or operate in any geographical locationnoncompetition; (vi) any written arrangement with any of its employees in the nature of a collective bargaining agreement, consulting agreement, compensation agreement, employment agreement agreement, commission agreement, or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)severance agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement written arrangement under which the consequences of a default or termination would reasonably be expected to could have a Company Material Adverse Effectan adverse effect on the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller or the Station; (xviii) any agreement which contains any provisions requiring written arrangement concerning a guaranty by the Company or to indemnify Seller of the obligations of any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business);party; or (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xiiix) any other agreement written arrangement (or group of related agreementswritten arrangements) (A) under which the Company is obligated to make payments either involving more than $5,000 or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) . The Company Seller has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each agreement written arrangement listed in Section 2.14 2(k) of the Company Disclosure ScheduleSchedule (as amended to date). With respect to each agreement written arrangement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedulelisted which constitutes an Assumed Contract: (iA) the agreement written arrangement is a legal, valid, binding and enforceable obligation of the Company binding, enforceable, and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (iiB) the agreement written arrangement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding binding, and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with on identical terms following the terms thereof as in effect immediately prior Closing (if the arrangement has not expired according to the Closingits terms); and (iiiC) neither the Company nor, to the knowledge of the Company, any other party, no party is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by or permit termination, modification, or acceleration, under the Company or, to the knowledge written arrangement; and (D) no party has repudiated any provision of the Companywritten arrangement. The Seller is not a party to any verbal contract, agreement, or other arrangement which, if reduced to written form, would be required to be listed in Section 2(k) of the Disclosure Schedule under the terms of this Section 2(k). Except for the Assumed Contracts, the Buyer shall not have any Liability or obligations for or in respect of any of the contracts set forth in Section 2(k) of the Disclosure Schedule or any other party under such contract, except for any breach, violation contracts or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectagreements of the Seller.

Contracts. (a) Section 2.14 Schedule 5.10(a) sets forth all of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is a party Contracts as of the date of this Agreement (other than the Transaction Documentation): “Material Contracts”): (i) any agreement Contract between an Acquired Company, on the one hand, and any Affiliate of either Acquired Company or the Seller, on the other hand; (ii) any Contract that provides for gathering, transportation, marketing, processing, treating or group of related agreementsstorage services; (iii) any Contract that provides for the lease of personal property from or to third parties (A) which provides for lease the construction or operation of processing plants, gathering systems or other related assets or (B) acreage dedications or minimum volume commitments, in each case involving annual payments or receipts in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months 250,000 and that is not cancellable cancelable without further penalty by the Company or other material payment on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of not more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ prior written notice); ; (viiiii) any agreement involving any officer, director or stockholder Contract evidencing Indebtedness of the Company Acquired Companies or creating any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) security interest, lien or encumbrance (other than stock subscriptionPermitted Encumbrances and other than any of the Easements) on any asset of any Acquired Company; (iv) any Contract that constitutes an area of mutual interest agreement or any other agreement that purports to restrict, stock optionlimit or prohibit the manner in which, restricted stockor the locations in which, warrant the Acquired Companies conduct business that will be binding on the Acquired Companies after the Closing; and (v) any other Contract to which an Acquired Company is a beneficiary or stock purchase agreements obligor that can reasonably be expected to result in aggregate payments or receipts by an Acquired Company of more than $250,000 during the forms of which have been made available to Parent);current or any subsequent year. (viiib) Except as set forth on Schedule 5.10(b), each Material Contract set forth (or required to be set forth) on Schedule 5.10(a) is a legal, valid and binding obligation against the applicable Acquired Company and, to the knowledge of Seller, each other party thereto, is enforceable in accordance with its terms against the applicable Acquired Company, and to the knowledge of Seller, each other party thereto and is in full force and effect, subject to any agreement bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or commitment for capital expenditures other Laws, now or hereafter in excess effect, relating to or limiting creditors’ rights generally and to general principles of $25,000equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law). Neither the applicable Acquired Company nor, for a single project (it being represented to the knowledge of Seller, any other party thereto, is in default under any Material Contract, and warranted that no event, occurrence, condition or act has occurred that, with the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in giving of notice, the aggregate for all projects); (ix) lapse of time or the happening of any agreement under which the consequences of other event or condition, would become a default or termination event of default by such Acquired Company or, to the knowledge of Seller, any other party thereto, that in each case would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (aSection 2(k) Section 2.14 of the Company Disclosure Schedule lists the following agreements contracts, agreements, and other written arrangements (whether written or oralother than with advertisers for the sale of air time) to which the Company Seller is a party as of the date of this Agreement (other than the Transaction Documentation):party: (i) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 1,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeyear; (ii) any agreement written arrangement (or group of related agreementswritten arrangements) for the purchase or sale of products supplies, products, or other personal property or for the furnishing or receipt of services (A) which either calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days year or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party1,000; (iii) any agreement which, to the knowledge of the Company, establishes written arrangement concerning a material partnership or joint venture or legal partnershipventure; (iv) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 1,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, written arrangement concerning confidentiality or to compete with any person or operate in any geographical locationnoncompetition; (vi) any written arrangement with any of its employees in the nature of a collective bargaining agreement, consulting agreement, employment agreement agreement, or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)severance agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement written arrangement under which the consequences of a default or termination would reasonably be expected to could have a Company Material Adverse Effectan adverse effect on the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller or the Stations; (xviii) any agreement arrangement with any third party under which contains any provisions requiring the Company it has created, incurred, assumed, or guaranteed an obligation to indemnify any other party thereto provide advertising or air time in an amount in excess of $1000 (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business"Advertising Contract");; or (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xiiix) any other agreement written arrangement (or group of related agreementswritten arrangements) (A) under which the Company is obligated to make payments either involving more than $5,000 or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business. Other than Advertising Contracts, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company the Seller has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each agreement written arrangement listed in Section 2.14 2(k) of the Company Disclosure ScheduleSchedule (as amended to date). With Other than Advertising Contracts, with respect to each agreement written arrangement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (iA) the agreement written arrangement is a legal, valid, binding and enforceable obligation of the Company binding, enforceable, and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (iiB) the agreement written arrangement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding binding, and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with on identical terms following the terms thereof as in effect immediately prior Closing (if the arrangement has not expired according to the Closingits terms); and (iiiC) neither the Company nor, to the knowledge of the Company, any other party, no party is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by or permit termination, modification, or acceleration, under the Company or, to the knowledge written arrangement; and (D) no party has repudiated any provision of the Company, written arrangement. The Seller is not a party to any other party under such verbal contract, except for any breachagreement, violation or default other arrangement which, if reduced to written form, would be required to be listed in Section 2(k) of the Disclosure Schedule under the terms of this Section 2(k). To the Knowledge of Seller, no advertiser of the Stations has indicated within the past year that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectit will stop, or decrease the rate of, buying services from them.

Contracts. (aSection 2(j) Section 2.14 of the Company Disclosure Schedule lists the following agreements contracts, agreements, and other written arrangements (whether written or oralother than with advertisers for the sale of air time which are listed in Section 2(r) of the Disclosure Schedule) to which the Company Seller is a party as of the date of this Agreement (other than the Transaction Documentation):party: (i) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 1,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeyear; (ii) any agreement written arrangement (or group of related agreementswritten arrangements) for the purchase or sale of products supplies, products, or other personal property or for the furnishing or receipt of services (A) which either calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days year or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party1,000; (iii) any agreement which, to the knowledge of the Company, establishes written arrangement concerning a material partnership or joint venture or legal partnershipventure; (iv) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 1,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, written arrangement concerning confidentiality or to compete with any person or operate in any geographical locationnoncompetition; (vi) any written arrangement with any of its employees in the nature of a collective bargaining agreement, consulting agreement, compensation agreement, employment agreement agreement, commission agreement, or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)severance agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement written arrangement under which the consequences of a default or termination would reasonably be expected to could have a Company Material Adverse Effectan adverse effect on the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller or the Stations; (xviii) any agreement which contains any provisions requiring written arrangement concerning a guaranty by the Company or to indemnify Seller of the obligations of any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business);party; or (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xiiix) any other agreement written arrangement (or group of related agreementswritten arrangements) (A) under which the Company is obligated to make payments either involving more than $5,000 or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) . The Company Seller has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each agreement written arrangement listed in Section 2.14 2(j) of the Company Disclosure ScheduleSchedule (as amended to date). With respect to each agreement written arrangement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedulelisted which constitutes an Assumed Contract: (iA) the agreement written arrangement is a legal, valid, binding and enforceable obligation of the Company binding, enforceable, and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (iiB) the agreement written arrangement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding binding, and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with on identical terms following the terms thereof as in effect immediately prior Closing (if the arrangement has not expired according to the Closingits terms); and (iiiC) neither the Company nor, to the knowledge of the Company, any other party, no party is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by or permit termination, modification, or acceleration, under the Company or, to the knowledge written arrangement; and (D) no party has repudiated any provision of the Companywritten arrangement. The Seller is not a party to any verbal contract, agreement, or other arrangement which, if reduced to written form, would be required to be listed in Section 2(j) of the Disclosure Schedule under the terms of this Section 2(j). Except for the Assumed Contracts, the Buyer shall not have any Liability or obligations for or in respect of any of the contracts set forth in Section 2(j) of the Disclosure Schedule or any other party under such contractcontracts or agreements of the Seller. No advertiser of the Stations has indicated within the past year that it will stop, except for any breachor decrease the rate of, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectbuying services from them.

Contracts. (a) Section 2.14 3.16 of the Company Parent Disclosure Schedule lists the following agreements (whether written or oral) to which the Company Parent or any of its Subsidiaries is a party as of the date of this Agreement (other than the Transaction Documentation):Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeparties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain partyservices; (iii) any agreement which, to the knowledge of the Company, establishes establishing a material partnership or joint venture or legal partnershipventure; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)agreement; (vii) any agreement involving any current or former officer, director or stockholder of the Company Parent or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)Affiliate thereof; (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Parent Material Adverse Effect; (xix) any agreement which contains any provisions requiring the Company Parent or any of its Subsidiaries to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Business; and (xi) any agreement, other than as contemplated by this AgreementAgreement and the Split-Off, relating to the future sales of securities of the Company; and (xii) Parent or any other agreement (or group of related agreements) (A) under its Subsidiaries to which the Company Parent or such Subsidiary is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi)a party. (b) The Company Parent has delivered or made available to the Parent Company a complete and accurate copy of each agreement listed in Section 2.14 3.16 of the Company Parent Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company Parent of this Agreement or the Transaction Documentation, or the consummation by the Company Parent of the transactions contemplated hereby or therebyhereby, cease to be a legal, valid, binding and enforceable obligation of the CompanyParent, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and willequity, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company Parent nor any of its Subsidiaries nor, to the knowledge of the CompanyParent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the CompanyParent, is threatened, which, after the giving of notice, with lapse of time, time or otherwise, would constitute a breach or default by the Company Parent or any of its Subsidiaries or, to the knowledge of the CompanyParent, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (a) Section 2.14 Schedule 3.14 of the Company Disclosure Schedule lists the following contracts, agreements (whether and other written or oral) arrangements, true and complete copies of which have been delivered to the Buyer, to which the Company is a party as of the date of this Agreement (other than the Transaction Documentation):party: (ia) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties (A) which provides providing for present or future lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeyear; (iib) any agreement written arrangement (or group of related agreementswritten arrangements) for the purchase or sale of raw materials, commodities, supplies, products or other personal properly or for the furnishing or receipt of services (A) which either calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days year or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party5,000.00; (iiic) any agreement which, to the knowledge of the Company, establishes written arrangement concerning a material partnership or joint venture or legal partnershipventure; (ivd) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 5,000.00 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (ve) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, written arrangement concerning confidentiality or to compete with any person or operate in any geographical locationnoncompetition; (vif) any employment agreement written arrangement with either of the Sellers or consulting agreement which provides for payments in excess any of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)their Affiliates; (viig) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement written arrangement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring material adverse effect on the Company assets, Liabilities, business, financial condition, operations, results of operations or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities prospects of the Company; andor (xiih) any other agreement written arrangement (or group of related agreementswritten arrangements) (A) under which the Company is obligated to make payments either involving more than $5,000.00 or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) . The Company has Sellers have delivered or made available to the Parent Buyer a correct and complete and accurate copy of each agreement written arrangement (as amended to date) listed in Section 2.14 Schedule 3.14 of the Company Disclosure Schedule. With respect to each agreement written arrangement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i1) the agreement written arrangement is a legal, valid, binding, enforceable and in full force and effect except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting enforceability or the availability of equitable remedies; (2) the written arrangement will continue to be legal, valid, binding and enforceable obligation of the Company and in full force and effect, effect on identical terms following the Closing except as such to the extent that enforceability may be limited under by applicable bankruptcy, insolvency and or similar laws, rules laws affecting enforceability or regulations affecting creditors’ rights and remedies generally and to general principles the availability of equity whether applied in a court of law or a court of equityequitable remedies; (ii3) the agreement will Company is not, as a result of and the execution and delivery by Sellers have no Knowledge that the Company of this Agreement or the Transaction Documentationother party is, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by or permit termination, modification or acceleration, under the written arrangement; and (4) the Company orhas not, and the Sellers have no Knowledge that the other party has, repudiated any provision of the written arrangement. The Company is not a party to any verbal contract, agreement or other arrangement which, if reduced to written form, would be required to be listed in Schedule 3.14 of the Disclosure Schedule under the terms of this Section 3.14. There are no unfilled customer orders or commitments obligating the Company to process, manufacture or deliver products or perform services will result in a loss to the knowledge Company upon completion of performance in the Ordinary Course of Business. There are no purchase orders or commitments of the Company in excess of normal requirements, nor are prices provided therein in excess of the then-current market prices for the products or services to be provided thereunder. No supplier of the Company has indicated within the past year (dating from the date of this Agreement) that it will stop, or decrease the rate of, supplying materials, products or services to the Company and no customer of the Company has indicated within the past year (dating from the date of this Agreement) that it will stop, or decrease the rate of, buying materials, products or services from the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (a) Section 2.14 4.11(a) of the Company Vertical/Trigen Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is a party sets forth, as of the date hereof, each of this Agreement (other than the Transaction Documentation):following Contracts to which any Vertical/Trigen Company is a party: any Contract, (i) the performance of which is reasonably expected to involve annual payments on the part of any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments Vertical/Trigen Company in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months 1,000,000 and is not cancellable without penalty terminable by the such Vertical/Trigen Company on sixty (60) days 90 days’ notice or less prior written noticewithout premium or penalty (excluding sales orders and purchase orders issued in the ordinary course of business); (ii) with respect to a joint venture, partnership, distributor, reseller or other similar agreement; (iii) which limits or purports to limit the ability of any agreement of the Vertical/Trigen Companies to compete in any line of business or with any person or in any geographic area or during any period of time or requires that any of the Vertical/Trigen Companies provide “most favored status,” “favored pricing” (or group similar terms) to any customer or other person; (iv) that grants a Lien (other than a Vertical/Trigen Permitted Lien or a Lien that will be released as of related agreementsthe Closing) on any material asset of any of the Vertical/Trigen Companies; (v) that is a lease of real property; (vi) that provides for the acquisition of any person or any business unit thereof or the sale of any material asset (excluding inventory) of any of the Vertical/Trigen Companies outside the ordinary course of business; (vii) under which (A) any person directly or indirectly guarantees any liabilities or obligations of any of the Vertical/Trigen Companies, (B) any of the Vertical/Trigen Companies guarantees any liabilities or obligations of any other person or (C) any of the Vertical/Trigen Companies incurs indebtedness having an outstanding principal amount (or aggregate commitments) in excess of $1,000,000; (viii) that provides for the manufacture of Vertical/Trigen Products (or any part thereof) for any of the Vertical/Trigen Companies; (ix) that is an employment Contract for any current employee and is reasonably expected to involve payments of more than $150,000 in total compensation in 2015; (x) that is a consulting Contract for any current Contractor and is reasonably expected to involve payments of more than $150,000 in total compensation per year; (xi) under which the Vertical/Trigen Companies are providing products or services to customers (other than distributors and resellers) and for which the purchase or sale of products or services from the Vertical/Trigen Companies for the furnishing or receipt twelve month period following the date hereof is reasonably expected to exceed $500,000; (xii) under which any of services the Vertical/Trigen Companies is (A) which calls for performance over a period lessee or sublessee of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annumtangible personal property, or (B) in which a lessor of any tangible personal property owned by the Company has granted manufacturing rightsVertical/Trigen Companies, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, single lease under (A) or to compete with any person or operate in any geographical location; (viB) any employment agreement or consulting agreement which provides for payments having an original value in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice);500,000; or (viixiii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures or the acquisition or construction of fixed assets in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi)500,000. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (aSection 2(k) Section 2.14 of the Company Disclosure Schedule lists the following agreements contracts, agreements, and other written arrangements (whether written or oralother than Advertising Contracts which are listed in Section 2(s) of the Disclosure Schedule) to which the Company is Sellers are a party as of the date of this Agreement (other than the Transaction Documentation):party: (i) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 1,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeyear; (ii) any agreement written arrangement (or group of related agreementswritten arrangements) for the purchase or sale of products supplies, products, or other personal property or for the furnishing or receipt of services (A) which either calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days year or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party1,000; (iii) any agreement which, to the knowledge of the Company, establishes written arrangement concerning a material partnership or joint venture or legal partnershipventure; (iv) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 1,000 or under which it has Sellers are imposed (or may impose) a Security Interest on any of its Sellers' assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, written arrangement concerning confidentiality or to compete with any person or operate in any geographical locationnon-competition; (vi) any written arrangement with any of its employees in the nature of a collective bargaining agreement, consulting agreement, compensation agreement, employment agreement agreement, commission agreement, or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)severance agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement written arrangement under which the consequences of a default or termination would reasonably be expected to could have a Company Material Adverse Effectan adverse effect on the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Sellers or the Stations; (xviii) any agreement which contains any provisions requiring written arrangement concerning a guaranty by either Seller of the Company or to indemnify obligations of any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business);party; or (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xiiix) any other agreement written arrangement (or group of related agreementswritten arrangements) (A) under which the Company is obligated to make payments either involving more than $5,000 or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) . The Company has Sellers have delivered or made available to the Parent Buyers a correct and complete and accurate copy of each agreement written arrangement listed in Section 2.14 2(k) of the Company Disclosure ScheduleSchedule (as amended to date). With respect to each agreement written arrangement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedulelisted which constitutes an Assumed Contract: (iA) the agreement written arrangement is a legal, valid, binding and enforceable obligation of the Company binding, enforceable, and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (iiB) the agreement written arrangement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding binding, and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with on identical terms following the terms thereof as in effect immediately prior Closing (if the arrangement has not expired according to the Closingits terms); and (iiiC) neither the Company nor, to the knowledge of the Company, any other party, no party is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by or permit termination, modification, or acceleration, under the Company or, to the knowledge written arrangement; and (D) no party has repudiated any provision of the Companywritten arrangement. The Sellers are not a party to any verbal contract, agreement, or other arrangement which, if reduced to written form, would be required to be listed in Section 2(k) of the Disclosure Schedule under the terms of this Section 2(k). Except for the Assumed Contracts, the Buyers shall not have any Liability or obligations for or in respect of any of the contracts set forth in Section 2(k) of the Disclosure Schedule or any other party under such contract, except for any breach, violation contracts or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectagreements of the Sellers.

Contracts. (a) Section 2.14 3.13(a) of the Company Disclosure Schedule lists the following agreements (whether written or oraleach a “Contract”) to which the Company or any Subsidiary is a party as of the date of this Agreement (other than the Transaction Documentation):party: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeparties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60B) days or less prior written notice and which involves more than the sum of $25,000 per annum100,000, or (BC) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any services, products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichproviding for any royalty, to the knowledge of milestone or similar payments by the Company, establishes a material joint venture or legal partnership; (iv) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (v) any agreement (or group of related agreements) under which it the Company or any Subsidiary has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness Indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest Lien on any of its assets, tangible or intangible; (vvi) any agreement that purports to limit in for the disposition of any material respect significant portion of the right assets or business of the Company to engage in or any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum Subsidiary (other than employment sales of products in the Ordinary Course of Business) or consulting agreements terminable on less any agreement for the acquisition of the assets or business of any other Person (other than thirty (30) days’ noticepurchases of inventory or components in the Ordinary Course of Business); (vii) any agreement involving any officerconcerning confidentiality, director noncompetition or stockholder non-solicitation (other than confidentiality agreements with customers of the Company or any affiliate (as defined Subsidiary or Company Employees set forth in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscriptionCompany’s or the applicable Subsidiary’s standard terms and conditions of sale or standard form of employment agreement, stock option, restricted stock, warrant or stock purchase agreements the forms copies of which have previously been made available delivered to Parentthe Buyer); (viii) any employment agreement, consulting agreement, severance agreement (or agreement that includes provisions for the payment of severance), change in control, or retention agreement; (ix) any settlement agreement or commitment for capital expenditures settlement-related agreement (including any agreement in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projectsconnection with which any employment-related claim is settled); (ixx) any agreement involving any current or former officer, director or shareholder of the Company or any Affiliate thereof; (xi) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (xxii) any agency, distributor, sales representative, franchise or similar agreements to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound; (xiii) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business); (xixiv) any agreement that could reasonably be expected to have the effect of prohibiting or impairing the conduct of the business of the Company or any of the Subsidiaries or the Buyer or any of its subsidiaries as currently conducted and as currently proposed to be conducted; (xv) any agreement, contract, license, covenant, assignment, instrument or other than as contemplated by this Agreement, arrangement required to be listed in Section 3.12 of the Company Disclosure Schedule; (xvi) any agreement that would entitle any third party to receive a license or any other right to Intellectual Property of the Buyer or any of the Buyer’s Affiliates (excluding the Company and the Subsidiaries) following the Closing; (xvii) any Contract relating to the future sales research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of securities any products in development by or which has been or which is being marketed, distributed, supported, sold or licensed out, in each case by or on behalf of Company or any of its Subsidiaries; (xviii) any agreement that, following the CompanyClosing, would bind or purport to bind the Buyer or any of its Affiliates (excluding the Company and the Subsidiaries); and (xiixix) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments either involving more than $100,000 or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent Buyer a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure ScheduleContract (as amended to date). With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure ScheduleContract: (i) the agreement Contract is a legal, valid, binding and enforceable obligation of the Company and in full force and effecteffect against the Company or the Subsidiary that is the party thereto, except as such enforceability may be limited under applicable bankruptcyapplicable, insolvency and, to the Company’s Knowledge, against each other party thereto, subject to the Bankruptcy and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equityEquity Exception; (ii) the agreement Contract will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, subject to the Bankruptcy and Equity Exception; and (iii) neither the Company Company, any Subsidiary nor, to the knowledge Knowledge of the Company, any other party, is is, in any material respect, in breach or violation of, or default under, any such agreementContract, and no event has occurred, is pending or, to the knowledge Knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a any such breach or default by the Company Company, any Subsidiary or, to the knowledge Knowledge of the Company, any other party under such Contract. (c) Neither the Company nor any Subsidiary is a party to any oral contract, except agreement or other arrangement which, if reduced to written form, would be required to be listed in Section 3.13(a) of the Company Disclosure Schedule under the terms of Section 3.13(a). Neither the Company nor any Subsidiary is a party to any written or oral arrangement (i) to perform services or sell products which is expected to be performed at, or to result in, a loss or (ii) for any breach, violation which the customer has already been billed or default paid that has have not had and would not reasonably be anticipated to have a Company Material Adverse Effectbeen fully accounted for on the Most Recent Balance Sheet.

Contracts. (a) Section 2.14 Schedule 6.18 of the Company Disclosure Schedule lists Statement sets forth the following oral or written contracts and other agreements (whether written or oral) to which the Company or any of its Subsidiaries is a party as of the date of this Agreement (other than the Transaction Documentation):party: (ia) any agreement (or group of related agreements, with the same third party or any of its Affiliates) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of One Hundred Thousand Dollars ($25,000 100,000) per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeannum; (iib) any agreement (or group of related agreements for the purchase or sale of supplies, products or other personal property, or for the furnishing or receipt of services, the performance of which involve consideration in excess of One Hundred Thousand Dollars ($100,000) per annum; PROVIDED, HOWEVER, that this clause (b) shall not include any employment agreement included pursuant to clause (e) below or excluded from clause (e) below by virtue of the monetary threshold set forth therein; (c) any agreement concerning a partnership or joint venture; (d) any agreement (or group of related agreements, with the same third party or any of its Affiliates) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in under which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it its Subsidiaries has created, incurred, assumed assumed, or guaranteed (any indebtedness for borrowed money, or may create, incur, assume or guarantee) indebtedness (including any capitalized lease obligationsobligation, in excess of One Hundred Thousand Dollar ($100,000) involving more than $25,000 per annum or under which it has imposed (or may impose) a Security Interest lien on any of its material assets, tangible or intangible; (ve) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder an employee of the Company or any affiliate of its Subsidiaries, providing for a base salary per annum in excess of One Hundred Thousand Pounds Sterling (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parentpound)100,000); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xiif) any other agreement (or group of related agreementsagreements with the same third party) (A) under the performance of which the Company is obligated to make payments or incur costs involves consideration in excess of One Hundred Thousand Dollars ($25,000 in 100,000) per annum; PROVIDED HOWEVER, that this clause (f) shall not include any year or employment agreement excluded from clause (Be) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 above by virtue of the Company Disclosure Schedulemonetary threshold set forth therein. The foregoing are referred to hereafter as the "Material Contracts". With respect to each agreement so listedthe Material Contracts, and except as set forth in Section 2.14 Schedule 6.18 of the Company Disclosure ScheduleStatement: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be all are in full force and effect against the Company or any of its Subsidiaries in accordance with their terms, except that such enforceability may be subject to bankruptcy, insolvency and other similar laws effecting debtors' rights or creditors' rights generally and except that the terms thereof as in effect immediately prior remedies of specific performance, injunction and other forms of equitable relief may not be available; (ii) neither the Company nor any of its Subsidiaries and to the ClosingCompany's knowledge no other party thereto is, in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (iii) neither the Company nornor any of its Subsidiaries has assigned any of its rights or obligations under any of the Material Contracts; (iv) neither the Company nor any of its Subsidiaries has received any outstanding notice of cancellation or termination in connection with any of them; and (v) neither the Company nor any of its Subsidiaries is, and to the Company's knowledge no party thereto is the subject of the Companybankruptcy proceedings, any other party, nor has had a trustee appointed on its behalf or is in breach or violation of, or default under, any such agreement, and no event insolvent. The Company has occurred, is pending or, delivered to the knowledge Parent and Merger Sub a correct and complete copy of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, each written Material Contract (as amended to the knowledge date of the Company, any other party under such contractthis Agreement), except for any breachthe Coop Agreements and Conduit Agreements listed on Schedule 6.11 of the Company Disclosure Statement, violation or default that has not had and would not reasonably be anticipated a written summary setting forth the terms and conditions of each oral agreement constituting a Material Contract referred to have a in Schedule 6.18 of the Company Material Adverse EffectDisclosure Statement.

Contracts. (a) Section 2.14 Schedule 3.15(a) sets forth a complete list of each of the Company Disclosure Schedule lists the following agreements (whether written or oral) contracts to which the any Acquired Company is a party or by which any of them is bound as of the date of this Agreement (other than collectively, the Transaction Documentation“Material Contracts”): (i) any agreement option, purchase and sale contract or lease (whether real or group of related agreementspersonal property) providing for the lease of personal property from or to third parties (A) which provides for lease annual payments in excess of $25,000 per annum 150,000 or more or that cannot be terminated on not more than thirty (B30) which has a remaining term longer than 12 months and is not cancellable days’ notice without penalty payment by the any Acquired Company on sixty (60) days or less prior written noticeof any penalty; (ii) contracts involving the annual expenditure by any agreement (or group Acquired Company of related agreements) more than $150,000 in any instance for the purchase of materials, goods, supplies, equipment or sale of products or for services, excluding any such contracts that are terminable by the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable Acquired Companies without penalty by the Company on sixty (60) days or less prior written notice and involves not more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice; (iii) contracts providing for payments to any Acquired Company of more than $150,000 in any instance for the sale of natural gas, materials, goods, supplies, equipment or services, excluding any such contracts that are terminable by the Acquired Companies without penalty on not more than thirty (30) days’ notice; (iv) contracts involving the annual expenditure by any Acquired Company of more than $150,000 for the purchase, sale, transportation or storage of coal; (v) any agreement relating to Indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset), including indentures, mortgages, loan agreements, security agreements, or other agreements for the incurrence of debt, other than (A) trade accounts payable incurred in the Ordinary Course of Business and (B) any such agreement relating to indebtedness owed to Sellers or any of their Affiliates to be repaid on or before the Closing Date or owed to any Acquired Company; (vi) partnership, limited liability company, joint venture agreements or other agreements involving a sharing of profits or expenses by any Acquired Company; (vii) any agreement involving under which (A) any officer, director Person (including any Seller) has directly or stockholder indirectly guaranteed any liabilities or obligations of the any Acquired Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscriptionany such guarantee by any other Acquired Company) or (B) any Acquired Company has, stock optiondirectly or indirectly, restricted stock, warrant guaranteed any liabilities or stock purchase agreements the forms obligations of which have been made available to Parentany other Person (including any Seller but excluding any other Acquired Company); (viii) any agreement prohibiting or commitment for capital expenditures limiting the ability of any Acquired Company to engage in excess any business activity or compete with any Person or prohibiting or limiting the ability of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects)any Person to compete with any Acquired Company; (ix) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise), including any contract under which any Acquired Company will have Liabilities after the consequences date of a default this Agreement relating to the acquisition or termination would reasonably be expected to have a Company Material Adverse Effectsale of any business enterprise; (x) distributor, dealer, sales agency, marketing or similar contracts under which any agreement which contains Acquired Company is obligated to pay after the date of this Agreement an amount in excess of $100,000 during any provisions requiring calendar year; (xi) any other contract providing that any Acquired Company will receive future payments aggregating more than $100,000 per annum or $500,000 in the aggregate prior the expiration of such contract; (xii) any contract with any current or former officer, director or employee of any Acquired Company or any of the Sellers involving annual consideration or payments in excess of $150,000, including offer letters with respect to indemnify employment scheduled to begin after the date hereof; (xiii) any other party thereto consulting or similar agreement with an independent contractor providing for (A) annual payments by any Acquired Company in excess of $100,000 or (B) aggregate payments by any Acquired Company of $250,000, excluding indemnities contained any such contracts that are terminable by the Acquired Companies without penalty on not more than thirty (30) days notice; (xiv) any outstanding power-of-attorney empowering any Person not a current employee of any Acquired Company to act on behalf of any Acquired Company; (xv) any employee collective bargaining agreement with any labor union or employees covering former, current or future employees of any Acquired Company or work done, being done or to be done in agreements for the purchasefuture by any Acquired Company; (xvi) any contract mining agreement; and (xvii) any material agreement, sale commitment, arrangement or license of products entered into plan not made in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Each Material Contract is a valid and binding agreement of each Acquired Company has delivered or made available which is a party thereto and, to the Parent a complete Knowledge of IRP GP and accurate copy of Resource Partners, each agreement listed in Section 2.14 of the other parties thereto, enforceable by or against such Acquired Company Disclosure Schedule. With respect and, to the Knowledge of IRP GP and Resource Partners, each agreement so listed, and except as set forth of such other parties thereto in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effectaccordance with its terms, except as such enforceability may be limited under by applicable bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, rules Laws relating to or regulations affecting creditors’ rights and remedies generally and to general equitable principles of equity (whether applied considered in a court proceeding in equity or at law). Resource Partners has heretofore delivered to Buyer true and complete copies of all such written Material Contracts. Except as set forth in Schedule 3.15(b), none of the rights of the Acquired Companies under the Material Contracts have been assigned (including by an absolute assignment of rents or contracts) or collaterally assigned, assigned for the purpose of granting security, or are affected by any security interest or similar encumbrance. Except as set forth in Schedule 3.6, none of the Material Contracts require consent to consummate the Contemplated Transactions, whether by operation of law or a court otherwise. (c) Except as set forth on Schedule 3.15(c), (i) the applicable Acquired Company is, and at all times has been, in compliance in all material respects with all applicable terms and requirements of equity; each Material Contract, (ii) to the agreement will notKnowledge of IRP GP and Resource Partners, as a result each other Person that has had any obligation or Liability under any Material Contract is, and at all times has been, in material compliance with all applicable terms and requirements of such Material Contract, (iii) to the execution Knowledge of IRP GP and delivery by the Company Resource Partners no event has occurred or circumstance exists that (with or without notice or lapse of this Agreement or the Transaction Documentationtime) may contravene, conflict with, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied result in a court of law violation or breach of, or give the Acquired Companies, or any other Person the right to declare a court of equity and willdefault or exercise any remedy under, or to be in full force and effect in accordance with accelerate the terms thereof as in effect immediately prior maturity or performance of, or to the Closing; cancel, terminate, or modify, any Material Contract, and (iiiiv) neither the no Acquired Company norhas been given or received from any Person at any time since January 1, 2009, any written notice or other written communication or, to the knowledge Knowledge of the CompanyIRP GP and Resource Partners, oral notice or other oral communication regarding any other partyactual, is in alleged, possible, or potential violation or breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse EffectContract.

Contracts. (a) Section 2.14 of Except for the Company Disclosure Contracts disclosed on Schedule lists 3.06(a), with respect to the following agreements (whether written or oral) to which the Company Business, Seller is not a party as of the date of this Agreement (other than the Transaction Documentation):to or bound by: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides any agreement for lease payments in excess the sale of $25,000 per annum advertising or other purposes for cash ("ADVERTISING AGREEMENTS") and (B) which has a remaining term longer any agreement with any College other than 12 months and is not cancellable without penalty by the Company any College set forth on sixty (60) days or less prior written noticeSchedule 2.12(a)(i); (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over with a period term of more than one year, is not cancellable without penalty by three (3) months from the Company on sixty (60) days or less prior written notice and involves more than the sum date of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain partythis Agreement; (iii) as of the date of this Agreement, any agreement which, involving payments or receipts over the remaining term of such agreement (other than Advertising Agreements) of (A) $15,000 or more with respect to any single agreement or (B) $100,000 or more in the knowledge aggregate for all agreements not required to be disclosed under clause (a)(iii)(A) of the Company, establishes a material joint venture or legal partnershipthis Section 3.06; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangiblefor Program Rights; (v) any agreement that purports to limit in any material respect involving the right purchase, sale or lease of real property other than the St. Louis Lease and the leases for each of the Company to engage in any line of business, or to compete with any person or operate in any geographical locationOffice Spaces; (vi) any employment lease, sublease or similar agreement under which Seller is a lessor or consulting agreement which provides sublessor of, or makes available for payments in excess use to any third party, any portion of $50,000 per annum (other than employment the Real Property or consulting agreements terminable on less than thirty (30) days’ notice)any premises otherwise occupied by Seller; (vii) any agreement involving any officer, director lease for personal property providing for annual rentals of $30,000 or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)more; (viii) any agreement for the purchase or commitment license of, or provision by Seller of, materials, supplies, goods, equipment or other assets providing for capital expenditures in excess payments by Seller of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects)15,000 or more; (ix) any agreement under which relating to the consequences acquisition or disposition of a default any business (whether by merger, sale of stock, sale of assets or termination would reasonably be expected to have a Company Material Adverse Effectotherwise); (x) any partnership, joint venture or other similar agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business)arrangement; (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; andagreement that is a Capital Lease Obligation; (xii) any agreement pursuant to which Seller has, directly or indirectly, made any loan, extension of credit or capital contribution to, or investment in, any third party; (xiii) any agreement relating to Indebtedness of Seller or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset); (xiv) any agreement for any mortgage, pledge or security agreement, deed of trust or other instrument granting a Lien (other than Permitted Liens) upon any asset or property of the Business; (xv) any agency, dealer, sales representative, marketing or other similar agreement; (xvi) any agreement (or group that limits the freedom of related agreements) (A) under which the Company is obligated Seller to make payments or incur costs in excess of $25,000 compete in any year line of business or with any Person or in any area or to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any Purchased Asset or that would so limit the freedom of Buyer or any of its Affiliates upon or as a result of the consummation of the transactions contemplated by this Agreement; (Bxvii) any agreement for any guarantee or indemnification obligation that may bind Buyer or any of its Affiliates upon or as a result of the consummation of the transactions contemplated by this Agreement; (xviii) any agreement with or for the benefit of any Affiliate of Seller or any stockholder thereof; (xix) any agreement involving compensation to any employee or consultant; (xx) any agreement involving any labor agreement or collective bargaining agreement; or (xxi) any other agreement, commitment, arrangement or plan not entered into made in the Ordinary Course ordinary course of business that is material to the Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered Except as disclosed on Schedule 3.06(b), no material default (with the lapse of time or made available giving of a notice or both) on the part of Seller and, to the Parent a complete and accurate copy Knowledge of each agreement listed in Section 2.14 Seller, any other party thereto, exists under any of the Company Disclosure Schedule. With respect to Contracts identified on Schedule 3.06(a)(iii) and Seller has not received any notice of termination, cancellation, breach or default under any such Contract. (c) Except as disclosed on Schedule 3.06(c), each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, Contract included as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be Purchased Asset is in full force and effect and constitutes the legal and binding obligation of, and is legally enforceable against, Seller in accordance with the its terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company norand, to the knowledge Knowledge of the Company, any other partySeller, is legally enforceable against the other parties thereto. Each Contract identified on Schedule 3.06(a)(iii) shall continue in breach full force and effect without penalty or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectadverse consequence.

Contracts. (a) Section 2.14 Except as listed Schedule 3.7(a), there are no licenses, contracts, agreements, commitments or undertakings to which Holdings is a party or by which any of its assets or properties is bound. (b) Except as listed or described on Schedule 3.7(b) or as included (except to the extent redacted) as an exhibit to any publicly available submission or filing made by the Company under the Exchange Act or the Securities Act, neither the Company nor any of its Subsidiaries is a party to any contract, agreement, arrangement or understanding, written or oral, with the Sellers or any of their Affiliates: (a) for the sale, lease, licensing or provision of materials, supplies, goods, services, equipment, facilities or other assets to the Company or its Subsidiaries (other than as described in clause (b) below) that (i) provides for (or would reasonably be expected to result in) a payment by the Company or its Subsidiaries in any year of US$ 250,000 or more or (ii) which provides (or would reasonably be expected to result in) aggregate payments by the Company or its Subsidiaries during the term of such contract, agreement, arrangement or understanding (without giving effect to any renewal or extension thereof, except to the extent such renewal or extension can be effected without the consent or agreement of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which and the Company has no right to terminate such contract, agreement, arrangement or understanding within ninety (90) days without penalty) of US$ 1,000,000 or more; (b) which relates to the provision of any interconnection, settlement or other material telecommunications services, other than pursuant to publicly filed tariffs or entered into in the ordinary course of business; (c) which provides for (or would reasonably be expected to result in) payments by or to the Company or its Subsidiaries in any year of US$ 1,000,000 or more or aggregate payments by or to the Company or its Subsidiaries during the term of such contract, agreement, arrangement or understanding of US$ 5,000,000 or more (without giving effect to any renewal or extension thereof, except to the extent such renewal or extension can be effected without the consent of the Company and the Company has no right to terminate such contract, agreement, arrangement or understanding within ninety (90) days without penalty); or (d) which is a party otherwise material to the Company or in any manner restricts (or would restrict, after the consummation of the transactions contemplated by this Agreement) the business of the Company or its Subsidiaries. All contracts and agreements among the Sellers or their Affiliates on the one hand and the Company or its Subsidiaries on the other were entered into on commercially reasonable terms as of the date of this Agreement such contract or agreement. The Sellers agree to (other than the Transaction Documentation): (iand agree to cause any of their Affiliates who are parties to any contract, agreement arrangement or understanding not listed on Schedule 3.7(b) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by with the Company on sixty (60or its Subsidiaries to) days waive any termination penalties or less prior written notice; (ii) any agreement (or group of related agreements) for fees in the purchase or sale of products or for event that after the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of Closing the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will notits Subsidiaries, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentationcase may be, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, terminates any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breachagreement, violation arrangement or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectunderstanding.

Contracts. (aSection 2(i) Section 2.14 of the Company Disclosure Schedule lists the following agreements contracts, agreements, and other written arrangements (whether written or oralother than with advertisers for the sale of air time which are listed in Section 2(i) of the Disclosure Schedule) to which the Company is Sellers are a party as of the date of this Agreement (other than the Transaction Documentation):party: (i) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 1,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeyear; (ii) any agreement written arrangement (or group of related agreementswritten arrangements) for the purchase or sale of products supplies, products, or other personal property or for the furnishing or receipt of services (A) which either calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days year or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party1,000; (iii) any agreement which, to the knowledge of the Company, establishes written arrangement concerning a material partnership or joint venture or legal partnershipventure; (iv) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 1,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, written arrangement concerning confidentiality or to compete with any person or operate in any geographical locationnoncompetition; (vi) any written arrangement with any of its employees in the nature of a collective bargaining agreement, consulting agreement, compensation agreement, employment agreement agreement, commission agreement, or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)severance agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement written arrangement under which the consequences of a default or termination would reasonably be expected to could have a Company Material Adverse Effectan adverse effect on the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Sellers or the Stations; (xviii) any agreement which contains any provisions requiring written arrangement concerning a guaranty by the Company or to indemnify Sellers of the obligations of any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business);party; or (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xiiix) any other agreement written arrangement (or group of related agreementswritten arrangements) (A) under which the Company is obligated to make payments either involving more than $5,000 or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) . The Company has Sellers have delivered or made available to the Parent Buyers a correct and complete and accurate copy of each agreement written arrangement listed in Section 2.14 2(i) of the Company Disclosure ScheduleSchedule (as amended to date). With respect to each agreement written arrangement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedulelisted which constitutes an Assumed Contract: (iA) the agreement written arrangement is a legal, valid, binding and enforceable obligation of the Company binding, enforceable, and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (iiB) the agreement written arrangement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding binding, and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with on identical terms following the terms thereof as in effect immediately prior Closing (if the arrangement has not expired according to the Closingits terms); and (iiiC) neither the Company nor, to the knowledge of the Company, any other party, no party is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by or permit termination, modification, or acceleration, under the Company or, to the knowledge written arrangement; and (D) no party has repudiated any provision of the Companywritten arrangement. The Sellers are not a party to any verbal contract, agreement, or other arrangement which, if reduced to written form, would be required to be listed in Section 2(i) of the Disclosure Schedule under the terms of this Section 2(i). Except for the Assumed Contracts, the Buyers shall not have any Liability or obligations for or in respect of any of the contracts set forth in Section 2(i) of the Disclosure Schedule or any other party under such contractcontracts or agreements of the Seller. No advertiser of the Stations has indicated within the past year that it will stop, except for any breachor decrease the rate of, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectbuying services from them.

Contracts. (a) Section 2.14 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the any Company Entity is a party as of the date of this Agreement (other than the Transaction Documentation):Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 300,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeannum; (ii) any agreement (or group of related agreements) for the purchase of products or for the receipt of services from each supplier set forth on Section 2.21 of the Company Disclosure Schedule; (iii) any agreement for the sale of products or for the furnishing or receipt of services (A) which calls for performance over a period to each customer set forth on Section 2.21 of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnershipDisclosure Schedule; (iv) any agreement establishing a partnership or joint venture; (or group of related agreementsv) any agreement under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness any Indebtedness (including capitalized lease obligations) involving more than $25,000 750,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (vvi) any agreement that purports (an “Interested Party Agreement”) with (A) Parent or any affiliate (an “Affiliate”), as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of Parent, (B) any person directly or indirectly owning, controlling or holding power to limit in any material respect the right vote five percent (5%) or more of the Company outstanding voting securities of Parent or any of its Affiliates, (C) any person, five percent (5%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to engage in vote by Parent or any line of businessits Affiliates, or to compete with any person or operate in any geographical location; (viD) any employment agreement director or consulting agreement which provides for payments in excess officer of $50,000 per annum Parent or any of its Affiliates (other than employment the Company Entities) or consulting agreements terminable on less than thirty any “associates” or members of the “immediate family” (30as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) days’ notice)of any such director or officer; (vii) any agreement involving relating to the acquisition or disposition of any officerbusiness (whether by merger, director or stockholder sale of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant sale of assets or stock purchase agreements the forms of which have been made available to Parentotherwise); (viii) any agreement material franchise, agency, dealer, sales representative, marketing or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects)other similar agreement; (ix) any agreement under which the consequences of material agreement, commitment or arrangement with a default or termination would reasonably be expected to have a Company Material Adverse Effect;Governmental Entity; and (x) any agreement which contains any provisions requiring the Company other agreement, commitment or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into arrangement not made in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating Business that is material to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of BusinessEntities, in each case which is not otherwise described in clauses (i) through (xi)taken as a whole. (b) The Company has delivered or made available to the Parent Buyers a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: listed (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable subject to bankruptcy, insolvency and similar lawslaws affecting the rights of creditors generally, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the no Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company Entity nor, to the knowledge of the Company, any other partyparty thereto, is in material breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, (iii) to the knowledge of the Company, is threatened, which, after the giving of noticeno event or circumstance has occurred that, with notice or lapse of time, time or otherwiseboth, would constitute a breach or any material event of default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectthereunder.

Contracts. (a) Section 2.14 3.16 of the Company Parent Disclosure Schedule lists the following agreements (whether written or oral) to which the Company Parent or any of its Subsidiaries is a party as of the date of this Agreement (other than the Transaction Documentation):Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeparties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain partyservices; (iii) any agreement which, to the knowledge of the Company, establishes establishing a material partnership or joint venture or legal partnershipventure; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest security interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, concerning confidentiality or to compete with any person or operate in any geographical locationnoncompetition; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)agreement; (vii) any agreement involving any current or former officer, director or stockholder of the Company Parent or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)Affiliate thereof; (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Parent Material Adverse Effect; (xix) any agreement which contains any provisions requiring the Company Parent or any of its Subsidiaries to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course ordinary course of Businessbusiness); (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the ordinary course of business; and (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) Parent or any other agreement (or group of related agreements) (A) under its Subsidiaries to which the Company Parent or such Subsidiary is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi)a party. (b) The Company Parent has delivered or made available to the Parent Company a complete and accurate copy of each agreement listed in Section 2.14 3.16 of the Company Parent Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company Parent nor any of its Subsidiaries nor, to the knowledge of the CompanyParent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the CompanyParent, is threatened, which, after the giving of notice, with lapse of time, time or otherwise, would constitute a breach or default by the Company Parent or any of its Subsidiaries or, to the knowledge of the CompanyParent, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (aSchedule 4(ll) Section 2.14 of the Company Disclosure Schedule lists the following contracts and other agreements (whether written or oral) to which the Company Borrower or ALSC is a party as of (collectively, the date of this Agreement (other than the Transaction Documentation“Contracts”): (i) any agreement (or group of related agreements) for the lease of personal property to or from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeany Person; (ii) any agreement (or group of related agreements) for the purchase purchase, sale or sale license, as applicable, of products raw materials, commodities, supplies, products, software or other personal property or for the furnishing or receipt of services (A) services, the performance of which calls for performance will extend over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days year or less prior written notice and involves more than the sum involve consideration in excess of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party5,000; (iii) any agreement whichconcerning a partnership, to the knowledge of the Company, establishes a material joint venture or legal partnershiplimited liability company agreements (excluding investment portfolio transactions in the Ordinary Course of Business); (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (any indebtedness for borrowed money, or may create, incur, assume or guarantee) indebtedness (including any capitalized lease obligations) involving more than $25,000 obligation or under which it has imposed (or may impose) a Security Interest an Encumbrance on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, concerning confidentiality or to compete with any person or operate in any geographical locationnoncompetition; (vi) any employment agreement with or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment including Borrower or consulting agreements terminable on less than thirty (30) days’ notice)Borrower’s Affiliates; (vii) any marketing agreement involving or similar arrangement between ALSC and any officer, director or stockholder of third party insurance carrier whereby ALSC has agreed to sell and solicit to the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)insurance buying public insurance products underwritten by such third party insurance carrier; (viii) any agreement between ALSC or commitment for capital expenditures in excess Borrower and a third party entity pursuant to which the third party entity has agreed to provide third party administrative services, including without limitation billing and collection of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects)premium on behalf of ALSC; (ix) any agreement under which the consequences relating to capital expenditures or purchases of a default assets or termination would reasonably be expected to have a Company Material Adverse Effect; properties (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements than purchase orders for the purchase, sale or license of products entered into such items in the Ordinary Course of Business); (x) any agreement involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute which has not been fully performed, satisfied and discharged, other than any such contracts concerning the routine collection of debts entered into in the Ordinary Course of Business; (xi) any agreementagreement granting to any Person a right of first refusal or option to purchase or acquire any capital stock, other than as contemplated by this Agreement, relating to the future sales assets or rights of securities of the Company; andALSC; (xii) all Agent Contracts under which ALSC is obligated as of the date of this Agreement to pay commissions; (xiii) any other contract that is material to the business and is not terminable upon 90 calendar days’ written notice without penalty or premium; (xiv) any other agreement (or group of related agreements) (A) under other than Insurance Policies, the performance of which the Company is obligated to make payments or incur costs involves consideration in excess of $25,000 in any year 25,000. Borrower and ALSC have delivered to Lender, or (B) not entered into in the Ordinary Course of Businesshave given Lender an opportunity to review, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a correct and complete and accurate copy of each agreement Contract listed in Section 2.14 of the Company Disclosure ScheduleSchedule 4(ll). With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedulesuch Contract: (iA) the agreement Contract is a legal, valid, binding and binding, enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (iiB) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied ALSC is not in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company norbreach and, to the knowledge Knowledge of the CompanyBorrower or ALSC, any no other party, party is in breach or violation of, or default under, any such agreementdefault, and no neither Borrower nor ALSC has any Knowledge that any event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by default, or permit termination, modification or acceleration, under the Company or, to the knowledge Contract that would have a material adverse effect ; and (C) no party has repudiated any provision of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse EffectContract.

Contracts. (a) Section 2.14 2.13(a) of the Company Disclosure Schedule lists the following agreements (whether written or oral) currently in effect (either in whole or in part, including agreements with ongoing post-termination “tails” and ongoing post-termination obligations) to which the Company is a party as of the date of this Agreement (other than the Transaction Documentation):party: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of twenty-five thousand dollars ($25,000 25,000) per annum or (B) which has having a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty six (606) days or less prior written noticemonths; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one (1) year, is not cancellable without penalty by the Company on sixty (60B) days or less prior written notice and which involves more than the sum of twenty-five thousand dollars ($25,000 per annum25,000), or (BC) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions agreed to purchase a minimum quantity of goods or exclusive marketing or distribution rights relating to any products or territory services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichproviding for any royalty, to the knowledge of milestone or similar payments by the Company, establishes a material joint venture or legal partnership; (iv) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (v) any agreement (or group of related agreements) under which it the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical locationIndebtedness; (vi) any employment agreement for the disposition of any significant portion of the assets or consulting agreement which provides for payments in excess business of $50,000 per annum the Company (other than employment sales of products in the Ordinary Course of Business) or consulting agreements terminable on less any agreement for the acquisition of the assets or business of any other entity (other than thirty (30) days’ noticepurchases of inventory or components in the Ordinary Course of Business); (vii) any employment, independent contractor or consulting agreement; (viii) any agreement, plan, or program providing for severance, retention payments, change in control payments or transaction-based bonuses; (ix) any agreement with a third party concerning Intellectual Property developments, confidentiality, non-competition and/or non-solicitation; (x) any settlement agreement or settlement-related agreement (including any agreement in connection with which any employment-related claim is settled); (xi) any agreement with any professional employer organization or similar arrangements; (xii) any agreement involving any current or former officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)Affiliate thereof; (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ixxiii) any agreement under which the consequences of a default or termination would reasonably be expected in the future to have a Company Material Adverse Effectbe material to the Company; (xxiv) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business)party; (xixv) any agreement, other than as contemplated by this Agreement, agreement relating to the future sales research, development, commercialization, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of securities any products, product candidates (including the Product) 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; (xvi) any agreement that purports to bind or otherwise could bind any Affiliate of the Buyer or any of its subsidiaries (other than the Company) in any way, including prohibiting such Affiliate from engaging in any business that they would otherwise have been permitted to engage in; (xvii) any agreement under which the Company is restricted or prohibited from selling, licensing or otherwise distributing any of its technology or products, or providing services to, customers or potential customers or any class of customers, or otherwise engaging in a material aspect of its business, in any geographic area, during any period of time or with any Person, or any segment of the market or line of business; (xviii) any agreement which would entitle any third party to receive a license or any other right to Intellectual Property of the Buyer or any of the Buyer’s Affiliates following the Closing; and (xiixix) any other agreement (or group of related agreements) either involving more than twenty-five thousand dollars (A$25,000) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent Buyer a complete and accurate copy of (i) each agreement listed in Section 2.14 2.11, Section 2.12 or Section 2.13 of the Company Disclosure ScheduleSchedule and (ii) a complete and accurate list of any offer letters for current employees issued by the Company, and a copy of any such offer letter has heretofore been provided to the Buyer. With respect to each agreement so listed or required to be listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (iA) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency subject to the Bankruptcy and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equityEquity Exception; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iiiB) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contractagreement; and (C) such agreement will continue to be legal, except for any breachvalid, violation or default that has not had binding, enforceable and would not reasonably be anticipated in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to have a Company Material Adverse Effectthe Closing.

Contracts. (aSection 2(j) Section 2.14 of the Company Disclosure Schedule lists the following agreements contracts, agreements, and other written arrangements (whether written or oralother than with advertisers for the sale of air time which are listed in Section 2(r) of the Disclosure Schedule) to which the Company Seller is a party as of the date of this Agreement (other than the Transaction Documentation):party: (i) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 1,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeyear; (ii) any agreement written arrangement (or group of related agreementswritten arrangements) for the purchase or sale of products supplies, products, or other personal property or for the furnishing or receipt of services (A) which either calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days year or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party1,000; (iii) any agreement which, to the knowledge of the Company, establishes written arrangement concerning a material partnership or joint venture or legal partnershipventure; (iv) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 1,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, written arrangement concerning confidentiality or to compete with any person or operate in any geographical locationnoncompetition; (vi) any written arrangement with any of its employees in the nature of a collective bargaining agreement, consulting agreement, compensation agreement, employment agreement agreement, commission agreement, or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)severance agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement written arrangement under which the consequences of a default or termination would reasonably be expected to could have a Company Material Adverse Effectan adverse effect on the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller or the Station; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xiiviii) any other agreement written arrangement (or group of related agreementswritten arrangements) (A) under which the Company is obligated to make payments either involving more than $5,000 or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) . The Company Seller has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each agreement written arrangement listed in Section 2.14 2(j) of the Company Disclosure ScheduleSchedule (as amended to date). With respect to each agreement written arrangement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedulelisted which constitutes an Assumed Contract: (iA) the agreement written arrangement is a legal, valid, binding and enforceable obligation of the Company binding, enforceable, and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (iiB) the agreement written arrangement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding binding, and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with on identical terms following the terms thereof as in effect immediately prior Closing (if the arrangement has not expired according to the Closingits terms); and (iiiC) neither the Company nor, to the knowledge of the Company, any other party, no party is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by or permit termination, modification, or acceleration, under the Company or, to the knowledge written arrangement; and (D) no party has repudiated any provision of the Companywritten arrangement. The Seller is not a party to any verbal contract, agreement, or other arrangement which, if reduced to written form, would be required to be listed in Section 2(j) of the Disclosure Schedule under the terms of this Section 2(j). Except for the Assumed Contracts, the Buyer shall not have any Liability or obligations for or in respect of any of the contracts set forth in Section 2(j) of the Disclosure Schedule or any other party under such contractcontracts or agreements of the Seller. No advertiser of the Station has indicated to Seller within the past year that it will stop, except for any breachor decrease the rate of, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectbuying services from them.

Contracts. (a) Section 2.14 2.13 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is a party as of the date of this Agreement (other than the Transaction Documentation):Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 per annum or (B) which has having a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticemonths; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60B) days or less prior written notice and which involves more than the sum of $25,000 per annum25,000, or (BC) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material partnership or joint venture or legal partnershipventure; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest security interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, concerning confidentiality or to compete with any person or operate in any geographical locationnoncompetition; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course ordinary course of Businessbusiness); (xi) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the ordinary course of business; and (xii) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under Company to which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi)a party. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 2.13 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 2.13 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, time or otherwise, would constitute a material breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (aSection 4(m) Section 2.14 of the Company Disclosure Schedule lists the following agreements (whether contracts, agreements, Customer Contracts or Agreements and other written or oral) arrangements to which the Company Sigma6 is a party as of the date of this Agreement (other than the Transaction Documentation):party: (i) any written agreement (or group of related written agreements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 15,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeannum; (ii) other than as referenced in paragraph (i) immediately preceding, any written agreement (or group of related written agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves Sigma6 reasonably projects will involve more than the sum of $25,000 30,000 per annum, annum or (B) in which $50,000 over the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain partylife of such agreement; (iii) any written agreement which, to the knowledge of the Company, establishes concerning a material partnership or joint venture or legal partnershipventure; (iv) any written agreement (or group of related written agreements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 15,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit written arrangement requiring confidentiality or noncompetition other than agreements with customers, employees, licensors, vendors or subcontractors in any material respect the right Ordinary Course of the Company to engage in any line of business, or to compete with any person or operate in any geographical locationBusiness; (vi) any employment agreement written arrangement with any of its directors, officers, or consulting agreement which provides for payments in excess employees, or any of $50,000 per annum (its Affiliates other than employment standard contracts for service as employees or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into subcontractors in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xiivii) any other agreement written arrangement (or group of related agreementswritten arrangements) (A) under which the Company is obligated to make payments or incur costs in excess of either involving more than $25,000 in any year per annum or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company . Sigma6 has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each agreement written arrangement listed in Section 2.14 4(m) of the Company Disclosure ScheduleSchedule (as amended to date). With respect to each agreement written arrangement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (iA) the agreement written arrangement is a legal, valid, binding binding, enforceable against Sigma6 and, to Sigma6 and enforceable obligation of Seller's Knowledge, the Company other parties thereto and in full force and effect, subject to the Equitable Exceptions; (B) except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied set forth in a court of law or a court of equity; (iiSection 4(m) the agreement will not, as a result of the execution and delivery by Disclosure Schedule, the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease written arrangement will continue to be a legal, valid, binding binding, enforceable and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with on identical terms immediately following the terms thereof as in effect immediately prior Closing, subject to the Closing; Equitable Exceptions and if Newco performs thereunder and does not breach such agreement after the Closing Date, (iiiC) neither the Company norSigma6 is not, nor to the knowledge Knowledge of the Company, Sellers and Sigma6 is any other party, is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by or except in the Company orOrdinary Course of Business permit termination, modification, or acceleration, under the written arrangement; and (D) Sigma6 has not, nor to the knowledge Knowledge of the Company, Sellers and Sigma6 has any other party, repudiated any provision of the written arrangement. Sigma6 is not a party under such to any oral contract, except for any breachagreement, violation or default that other arrangement which, if reduced to written form, would be required to be listed in Section 4(m) of the Disclosure Schedule under the terms of this Section 4(m). No unfilled Customer Contract or Agreement obligating Sigma6 to perform services will result in a Material loss to Sigma6 upon completion of performance. Except as set forth in Section 4(m) of the Disclosure Schedule, Sigma6 has not had and would not reasonably be anticipated been notified that any of its customers intends either to have dispute charges under or to terminate early a Company Material Adverse EffectCustomer Contract or Agreement.

Contracts. (a) Except for the Financing Agreements, the Contracts disclosed in Section 2.14 3.1.18 of the Company Disclosure Schedule lists Letter and the following agreements (whether written or oral) to which Leases and Real Property Contracts, none of the Company BRPI Entities is a party to or bound by: 3.1.18.1 any continuing Contract pursuant to which it is obligated to make or expects to receive payments of or related to indebtedness for borrowed money of more than $15,000,000 over the life of the Contract; 3.1.18.2 any Contract that expires or may be renewed at the option of any Person other than any BRPI Entity so as of to expire more than one year after the date of this Agreement (other than Agreement, having a value, in the Transaction Documentation): (i) case of any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period such Contract, of more than one year, is not cancellable without penalty by $15,000,000 over the Company on sixty (60) days or less prior written notice and involves more than life of the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain partyContract; (iii) 3.1.18.3 any Contract that if terminated or modified or if it ceased to be in effect, would have or could reasonably be expected to have a BRPI Material Adverse Effect; 3.1.18.4 any trust indenture, mortgage, promissory note, loan agreement whichor other Contract for the borrowing of money, to the knowledge any currency exchange, interest rate, commodities or other hedging arrangement or any leasing transaction of the Company, establishes a material joint venture or legal partnershiptype required to be capitalized in accordance with IFRS; (iv) 3.1.18.5 other than non-disclosure agreements entered into in the Ordinary Course, any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit Contract limiting in any material respect the right freedom of the Company any BRPI Entity to engage in any line of business, or to compete with any person other Person, solicit any Persons for any purpose, operate its Assets at maximum production capacity or operate in any geographical locationotherwise conduct its business; (vi) 3.1.18.6 any employment agreement or consulting agreement which provides for payments in excess Contract made out of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)the Ordinary Course; (vii) 3.1.18.7 any agreement involving any officerconfidentiality, director secrecy or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, non-disclosure Contract relating to the future sales of securities of the Company; and (xii) any other agreement (proprietary or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Businessconfidential information, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete extent such Contract and accurate copy the subject matter therein is material to the ownership, construction, development or operation of each agreement listed in Section 2.14 any of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 Businesses; 3.1.18.8 any Contract with any Person with whom any of the Company Disclosure Schedule: (i) BRPI Entities does not deal at arm’s length within the agreement is a legal, valid, binding and enforceable obligation meaning of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules Tax Act (excluding agreements among one or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result more of the execution and delivery by the Company BRPI Entities); or 3.1.18.9 any agreement of this Agreement guarantee, support, indemnification, assumption or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation endorsement of, or default underany similar commitment with respect to, any such agreementthe obligations, and no event has occurredliabilities (whether accrued, is pending orabsolute, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, contingent or otherwise, would constitute a breach ) or default by the Company or, to the knowledge indebtedness of the Company, more than $15,000,000 of any other party under such contractPerson who is not a BRPI Entity; (collectively, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company the “Material Adverse EffectContracts”).

Contracts. (a) Section 2.14 Except as set forth in Part 3.9 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is a party Schedule, as of the date of this Agreement (other than Agreement, neither the Transaction Documentation):Company nor any Subsidiary of the Company is a party to or is bound by any Contract: (i) any agreement that is a “material contract” (or group as such term is defined in Item 601(b)(10) of related agreements) for Regulation S-K of the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeExchange Act); (ii) any agreement pursuant to which the Acquired Corporations (or group of related agreementstaken as a whole) received revenues for the purchase fiscal year ended September 27, 2014, or sale of products or for the furnishing or receipt of services (A) which calls for performance over is reasonably expected to receive revenues in a period of more than one yearfuture annual period, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum in excess of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party10,000,000; (iii) pursuant to which the Acquired Corporations (taken as a whole) made expenditures for the fiscal year ended September 27, 2014, or is reasonably expected to make expenditures in a future annual period, in excess of $2,500,000; (iv) evidencing a capital expenditure in excess of $2,500,000; (v) containing a covenant prohibiting or restricting any Acquired Corporation from competing in any business or geographic area, or from soliciting customers or employees, or otherwise restricting any Acquired Corporation from carrying on any business anywhere in the world; (vi) relating to or evidencing Indebtedness, including any guarantee of Indebtedness by the Company or any Subsidiary of the Company, in excess of $5,000,000; (vii) that is an Inbound License or Outbound License, in each case, that either (A) grants exclusive rights to or from an Acquired Corporation or (B) requires aggregate payments to or from an Acquired Corporation in excess of $250,000; (viii) (A) imposing on, or granting to, an Acquired Corporation any future minimum take-or-pay requirements in excess of $100,000, (B) granting “most favored nation,” “most favored customer” or similar status to any Person, or (C) granting any type of exclusive rights to any Person or requiring an Acquired Corporation to purchase all of its requirements of a specified good or service from any Person; or (ix) any collective bargaining agreement whichor other Contract with a labor organization or works council representing any of its employees or any other similar Contract. (b) Each contract, arrangement, commitment or understanding of the type required to be described in Section 3.9(a), whether or not set forth in Part 3.9(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that expire in accordance with their terms during the Pre-Closing Period (excluding, for the avoidance of doubt, early termination), all of the Material Contracts are valid and binding on the applicable Acquired Corporation and, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any each other party thereto (excluding indemnities contained in agreements for the purchasethereto, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable by bankruptcy, insolvency insolvency, moratorium and other similar laws, rules or regulations applicable law affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity. No Acquired Corporation has, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, none of the other parties thereto have, violated in any other party, is in breach or violation material respect any provision of, or default under, committed or failed to perform any such agreementact, and no event has occurredor condition exists, is pending or, to the knowledge of the Company, is threatened, which, after the giving of which with or without notice, with lapse of time, time or otherwise, both would constitute a breach or default by material default, under the Company or, to the knowledge provisions of the Company, any other party under such contractMaterial Contract, except in each case for any breachthose violations and defaults which, violation individually or default that has not had and in the aggregate, would not reasonably be anticipated expected to have result in a Company Material Adverse Effect, and no Acquired Corporation has received written notice of any of the foregoing. The Company has made available to Parent or Parent’s Representatives in the Data Room prior to the date of this Agreement a complete and correct copy (including any material amendment, modification, extension or renewal with respect thereto) of each Material Contract.

Contracts. (a) Except for the Contractual Obligations disclosed in Section 2.14 3.17 of the Sellers’ Disclosure Schedules or those Contractual Obligations that are Excluded Assets, no Company Disclosure Schedule lists the following agreements (whether written Related Entity is bound by or oral) to which the Company is a party as of the date of this Agreement (other than the Transaction Documentation):to: (i) any agreement Contractual Obligation (or group of related agreementsContractual Obligations) for the lease purchase, sale, construction, repair or maintenance of personal property from inventory, raw materials, commodities, supplies, goods, products, equipment or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products other property, or for the furnishing or receipt of services (A) services, in each case, the performance of which calls for performance by the Company will extend over a period of more than one year, is not cancellable without penalty year after the Closing or which provides for (or would be reasonably expected to involve) annual payments to or by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has createdafter the Closing, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment 25,000 or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director aggregate payments to or stockholder of by the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ixii) any agreement under which Contractual Obligation of the consequences Company relating to the acquisition or disposition by the Company of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (xA) any agreement which contains any provisions requiring the Company business (whether by merger, consolidation or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchasebusiness combination, sale of securities, sale of assets or license of products entered into otherwise) or (B) any material Asset (other than in the Ordinary Course of Business); (xiiii) any Contractual Obligation of the Company concerning or consisting of a partnership, limited liability company, joint venture or similar agreement, ; (iv) any Contractual Obligation under which the Company has permitted any Asset to become Encumbered (other than as contemplated by this Agreement, relating to the future sales of securities of the Company; anda Permitted Encumbrance); (xiiv) any other agreement (or group of related agreements) Contractual Obligation (A) under which the Company is obligated to make payments has created, incurred, assumed or incur costs in excess of $25,000 in guaranteed any year Debt or (B) not under which any other Person has guaranteed any Debt of the Company; (vi) any Contractual Obligation containing covenants that in any way purport to (A) restrict any business activity (including the solicitation, hiring or engagement of any Person or the solicitation of any customer) of the Company or any Principal or (B) limit the freedom of the Company or any Principal to engage in any line of business or compete with any Person; (vii) any Contractual Obligation under which the Company is, or may become, obligated to incur any severance pay or Compensation obligations that would become payable by reason of this Agreement or the Contemplated Transactions (without giving effect to Section 6.08 or the last sentence of Section 6.09); (viii) any Contractual Obligation under which the Company is, or may, have any Liability to any investment bank, broker, financial advisor, finder or other similar Person (including an obligation to pay any legal, accounting, brokerage, finder’s, or similar fees or expenses) in connection with this Agreement or the Contemplated Transactions; (ix) any Contractual Obligation providing for the employment of or provision of services on an independent contractor or consultancy basis by any Person on a full-time, part-time, consulting or other basis or otherwise providing Compensation or other benefits to any officer, director, employee, independent contractor or consultant (other than a Company Plan) to the Company; (x) any agency, dealer, distributor, sales representative, marketing or other similar Contractual Obligation; (xi) any custody, transfer agent, shareholder service, administrative, accounting (other than engagement letters in connection with routine audits) and similar Contractual Obligation (other than any Client Contract); (xii) any Contractual Obligation requiring the Company (A) to co-invest with any other Person, (B) to provide seed capital or similar investment or (C) to invest in any investment product (including any CLO); (xiii) any Contractual Obligation that contains (A) a “clawback” or similar undertaking requiring the contribution, reimbursement or refund by the Company, the Principals or the Sellers of any prior distribution, return of capital or fees (whether performance based or otherwise) paid to any such Person in respect of any Client or (B) a “most favored nation” or similar provision, in each case other than any such Contractual Obligations entered into by any CLO with respect to its investments; (xiv) any Contractual Obligation that contains (A) key person provisions pertaining to employees of the Company or (B) any of the following rights provided to an investor with respect to a Client managed, advised or sub-advised by the Company: (1) special withdrawal or redemption rights, (2) designation rights regarding advisory board or similar provisions, (3) anti-dilution rights or (4) special notice or reporting requirements imposing any material burden or expense on the Company; (xv) any placement agent agreement, or any other Contractual Obligation for the distribution or sale of Equity Interests or Debt Interests of a CLO; (xvi) any side letter with any Client or any investor in any CLO; (xvii) any outstanding general or special powers of attorney executed by or on behalf of the Company; (xviii) any Contractual Obligation, relating to the lease or license of any Asset, including Company Technology and Company Intellectual Property Rights (and including all customer license and maintenance agreements); (xix) any Contractual Obligation under which any Company Related Entity has advanced or loaned an amount to any of its Affiliates (other than portfolio companies of the CLOs) or employees other than in the Ordinary Course of Business; (xx) any Contractual Obligation between any Company Related Entity, on the one hand, and any Seller or any Principal (or Affiliate (other than the Company, the CLOs or any portfolio company of any CLO) or Family Member thereof), on the other hand, that will continue in each case which is not otherwise described effect after the Closing; and (xxi) any other Contractual Obligation (other than those listed on Section 3.17 of the Sellers’ Disclosure Schedules in clauses response to any of clause (i) through (xixx) above) that is material to the Company Related Entities (excluding, for the avoidance of doubt, any Contractual Obligations entered into by any CLO with respect to its investments). (b) . The Company has delivered or made available to the Parent a Buyer accurate and complete and accurate copy copies of each agreement written Contractual Obligation listed in on Section 2.14 3.17 of the Sellers’ Disclosure Schedules, in each case, as amended or otherwise modified and in effect. The Company Disclosure Schedule. With respect has delivered to each agreement so listed, and except as set Buyer a written summary setting forth in Section 2.14 all of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding material terms and enforceable obligation conditions of each oral Contractual Obligation listed on Section 3.17 of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditorsSellers’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse EffectDisclosure Schedules.