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) Section 2.14 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company or WRG is a party as of the date of this Agreement (other than the Transaction DocumentationDocuments (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 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 Chief Operating Officer 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.2.14

Contracts. (a) Section 2.14 For purposes of this Agreement, each of the Company Disclosure Schedule lists the following agreements (whether written or oral) shall be deemed to which the Company is constitute a party as of the date of this Agreement (other than the Transaction Documentation):“Material Contract”: (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 Company Contract that is not cancellable without penalty required by the rules and regulations of the SEC to be filed as an exhibit to the Company on sixty (60) days or less prior written noticeSEC Documents; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services Company Contract: (A) which calls for performance over a period relating to the employment 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 service relationship with any Person that requires payments of compensation in excess of $25,000 per annum, or 150,000 on an annual basis to any Person; (B) the terms of which obligate or may in the future obligate the Company to make any severance, termination or similar payment to any Company Employee; (C) pursuant to which the Company has granted manufacturing rights, “most favored nation” pricing provisions is or exclusive marketing or distribution rights relating would reasonably be likely to become obligated to make any bonus payment in excess of $50,000 to any products current or territory former Company Employee or has agreed director; or (D) the terms of which obligate the Company to purchase goods grant any options, restricted stock or services exclusively from a certain partyother equity or equity-like awards; (iii) any agreement which, to the knowledge IP Contract or Contract set forth on Part 3.11(i) of the Company, establishes a material joint venture or legal partnershipDisclosure Schedule; (iv) any agreement Company Contract (or group of related agreementsother than purchase orders) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving generated more than $25,000 250,000 in revenues for the Company or under which it has imposed (or may impose) a Security Interest on any of its assetsSubsidiaries in the fiscal year ending December 31, tangible or intangible2011; (v) any agreement Company Contract that purports to limit by its terms involves the payment or delivery of cash or other consideration by the Company or any of its Subsidiaries in an amount or having a value in excess of $500,000 in any individual fiscal year beginning with the fiscal year ending December 31, 2011, which is not terminable without material respect the right of penalty by the Company to engage in any line of business, on 30 days’ (or to compete with any person or operate in any geographical locationless) notice; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum Company Contract (other than employment purchase orders) with a Significant Customer, Significant Supplier or consulting agreements terminable on less than thirty (30) days’ notice)Contract Manufacturer; (vii) any agreement involving Company Contract which provides for indemnification of 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)employee; (viii) any agreement Company Contract restricting in any material respect the ability of the Company or commitment for capital expenditures any of its Subsidiaries to compete in excess any geographic area or line of $25,000business, 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)or pursuant to which Company or any of its Subsidiaries has granted any exclusive rights to any Person; (ix) any agreement under which Company Contract limiting or otherwise restricting in any manner the consequences ability of a default or termination would reasonably be expected the Company to have a use any Company Material Adverse EffectOwned IP; (x) any agreement which contains any provisions Company Contract containing a “most favored nation” provision or a similar provision requiring the Company or any of its Subsidiaries to indemnify offer to a Person any terms or conditions that are at least as favorable as those offered to one or more other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business)Persons; (xi) any agreementCompany Contract granting any Person the right of first refusal or first negotiation with regard to the current or future business or products of the Company or any of its Subsidiaries; (xii) [Reserved]; (xiii) any joint venture, joint development or joint marketing agreements to which the Company or any of its Subsidiaries is a party; (xiv) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $250,000, other than: (A) accounts receivables and payables; (B) credit card obligations; and (C) loans to direct or indirect wholly owned Subsidiaries, in each case in the ordinary course of business consistent with past practice; (xv) any Company Contract relating to the acquisition or disposition, directly or indirectly, by the Company or any of its Subsidiaries after the Agreement Date of assets with a fair market value in excess of $250,000, other than as contemplated by this Agreement, relating to purchase orders for raw materials or inventory in the future sales ordinary course of securities business consistent with past practice; (xvi) any settlement Contract other than: (A) releases immaterial in nature and amount entered into with former employees or independent contractors of the CompanyCompany or any of its Subsidiaries in the ordinary course of business that do not provide for any ongoing Company obligations; or (B) settlement agreements with other than former employees, officers and directors or independent contractors for cash only (which has been paid) and does not exceed $250,000 as to such settlement; (xvii) any Company Government Contract or any Company Government Subcontract; (xviii) any Collective Bargaining Agreement; and (xiixix) any other agreement (or group Company Contract, if a breach 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 Contract or the Transaction Documentation, or the consummation by the Company termination of the transactions contemplated hereby or thereby, cease to such Contract would 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 likely to have a Company Material Adverse Effect. (b) Part 3.12(b)-1 of the Disclosure Schedule lists all Material Contracts as of the Agreement Date, and identifies each subsection of Section 3.12(a) that describes such Material Contract. The Company has made available to Parent accurate and complete copies of each Material Contract (including all amendments thereto). (c) Each Material Contract is valid and binding on the Company and each of the Subsidiaries that is a party thereto, as applicable, is in full force and effect, and is enforceable in accordance with its terms, subject to: (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies. All Company Contracts involving the payment of at least $100,000 to or by the Company that contain an express written agreement of indemnification, warranty or guaranty, or support obligations by the Company have been made available to Parent. (d) Neither the Company nor any of its Subsidiaries has violated or breached, or committed any default under, any Material Contract. To the Company’s Knowledge, no other Person has materially violated or breached, or committed any material default under, any Material Contract, which violation, breach or default remains uncured. (e) No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) could reasonably be expected to: (i) result in a violation or breach of any provision of any Material Contract by the Company or any of its Subsidiaries or, to the Knowledge of the Company, by any other party thereto; (ii) give any Person the right to declare a default or exercise any remedy under any Material Contract; (iii) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Material Contract; (iv) give any Person the right to accelerate the maturity or performance of any Material Contract; or (v) give any Person the right to cancel, terminate or modify any Material Contract. (f) To the Knowledge of the Company, no Material Contract is currently the subject of bid or award protest proceedings. (g) Neither any Governmental Body nor any prime contractor, subcontractor or other Person has notified the Company or any Subsidiary of the Company, in writing, that the Company or any Subsidiary of the Company has breached or violated any Law or material certification, representation, clause, provision or requirement pertaining to any Material Contract. (h) Neither the Company nor any Subsidiary of the Company has received any notice of termination for convenience, notice of termination for default, cure notice or show cause notice pertaining to any Material Contract. (i) Other than in the ordinary course of business consistent with past practice, to the Knowledge of the Company, no cost incurred by the Company or any Subsidiary of the Company pertaining to any Material Contract is the subject of any audit or investigation by or has been disallowed by any Governmental Body. (j) To the Knowledge of the Company, since January 1, 2010, neither the Company nor any of its Subsidiaries has been debarred or suspended for ninety (90) days or more in any consecutive twelve (12) 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 any Governmental Body.

Contracts. (a) Section 2.14 3.19(a) of the Company Disclosure Schedule lists contains a true and complete list of each of the following agreements (whether written or oraloral contracts, agreements or other arrangements (each, a "Material Contract") to which the Company is a party as or by which any of its Company Assets and Properties are bound (and, to the date extent oral, accurately describes the terms of this Agreement (other than the Transaction Documentationsuch contracts, agreements and arrangements): (i) all collective bargaining or similar labor agreements; (ii) all contracts for the employment of any agreement officer, employee or other person or entity on a full time, part time, consulting or other basis; (iii) all loan agreements, indentures, debentures, notes or letters of credit relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of the Company; (iv) all guarantees of any obligation; (v) all leases or agreements under which the Company is lessee or lessor of, or holds, or operates, any property, real or personal, owned by any other party; (vi) all commitments, contracts, sales contracts, purchase orders, mortgage agreements or groups of related agreements) for agreements with the lease same party or any group or affiliated parties which require or may in the future require payment of personal property from or to third parties (A) which provides for lease payments any consideration by the Company of an amount in excess of $25,000 per annum or (B) and which has a remaining term longer than 12 months and is cannot 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 be terminated within thirty (30) days’ notice)days after giving notice of termination without resulting in any cost or penalty to the Company; (vii) all license agreements, distribution agreements or any agreement other agreements 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)Intellectual Property; (viii) all subscription or registration rights agreements or any agreement or commitment for capital expenditures in excess other agreements related to the equity ownership 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; (ix) all contracts or commitments that in any agreement under which way restrict the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect;from carrying on its Business anywhere in the world; and (x) all other contracts and agreements that (A) involve the payment or potential payment, pursuant to the terms of any agreement which contains any provisions requiring such contract or agreement, by the Company or to indemnify any the 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 an amount in excess of $25,000 in any year or and (B) cannot entered into be terminated within thirty (30) days after giving notice of termination without resulting in any cost or penalty to the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi)Company. (b) The Company has delivered Each contract, agreement or made available to the Parent a complete and accurate copy of each agreement listed other arrangement disclosed in Section 2.14 3.19(a) 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 Schedule 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 by the Company in accordance with the terms thereof its terms, except as in effect immediately prior to the Closing; effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (iiib) neither the rules of law and equity governing specific performance, injunctive relief and other equitable remedies. The Company norhas performed all of its required material obligations under, to the knowledge and is not materially in violation or breach of the Company, any other party, is in breach or violation of, or default under, any such agreementcontract, agreement or arrangement. To the Knowledge of Axys 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, other parties to the knowledge of the Company, any other party under such contract, except for any breach, agreement or arrangement are not in violation or breach of or default that has not had under any such contract, agreement or arrangement. None of the present employees, officers, directors or shareholders of the Company is, and would not reasonably be anticipated none of the former employees, officers or directors of the Company while providing services for the Company was, a party to have a Company Material Adverse Effectany oral or written contract or agreement prohibiting any of them from freely competing with other parties or engaging in the Company's Business as now operated.

Contracts. (a) Section 2.14 By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the Company Disclosure Schedule lists the following agreements (whether written or oral“Contracts List”) to which the Company is a party setting forth, as of the date of this Agreement (other than the Transaction Documentation): hereof, (i) any agreement (or group of related agreements) for the lease of personal property from or all contracts pursuant to third parties which (A) which provides for lease payments the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $25,000 100,000 per annum calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) which the contract counterparty has a remaining term longer than 12 months and is not cancellable without penalty by non-contingent obligations to the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group Subsidiary for monthly recurring charges 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 yearat least $8,333, 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 all contracts that limit 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 purport to limit in any material respect the right of the Company to engage or any Subsidiary in any line of business, business or to compete with any person Person or operate in any geographical location; geographic area and (viiv) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting all contracts and agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder relating to Indebtedness 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 BusinessSubsidiary, in each case which is not otherwise described in clauses other than Leases and Necessary Leases (i) through (xithe foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (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 Except as set forth in Section 2.14 of on the Company Disclosure Schedule: (i) Contracts List, assuming the agreement due authorization, execution and delivery by the other parties thereto, each Contract is a legal, valid, binding binding, and enforceable obligation of against the Company and other parties thereto, is 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, not 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 a result 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 consummation of the Companytransactions contemplated by this Agreement, is threatened, which, after nor will the giving consummation of notice, with lapse of time, or otherwise, would the transactions contemplated by this Agreement constitute a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company oror any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of the CompanySeller, any no other party under such contract, except for to any breach, violation Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that has not had is subject to the representations and would not reasonably be anticipated warranties applicable to have a Company Material Adverse EffectNecessary Leases in Section 4.20(c).

Contracts. (a) Section 2.14 4.14(a) of the Company Disclosure Schedule lists the following agreements (whether written or oral) sets forth an accurate and complete list of each Contract to which the Company or any Company Subsidiary is a party as to or bound by which falls within any of the date of this Agreement (other than the Transaction Documentation):following categories: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties Contract that (A) which provides for lease payments limits or restricts in excess any material respect to the Company or any Company Subsidiary from competing or engaging in any line of $25,000 per annum business or in any geographic area, (B) which has a remaining term longer grants any “most favored nation” status to Persons other than 12 months and is not cancellable without penalty by the Company on sixty or the Company Subsidiaries or (60C) days is a minimum purchase or less prior written notice“take or pay” Contract; (ii) any agreement (Contract that by its terms limits the payment of dividends 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 other distributions to stockholders 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 any 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 partySubsidiary; (iii) any agreement whichContract relating to indebtedness for borrowed money or any financial guaranty in excess of $2,500,000 individually; (iv) any Contract that contains a put, call or similar right pursuant to which the Company or any of the Company Subsidiaries could be required to purchase or sell, as applicable, any Equity Interests of any Person or assets that have a fair market value or purchase price of more than $2,500,000; (v) any material lease, sublease or other Contract with respect to the Leased Real Property; (vi) any Contract with any customers or licensees of, or suppliers to, the Company or any Company Subsidiary which involved payments to or from the Company or any Company Subsidiary in the most recent 12 month period of in excess of $2,500,000; (vii) any Contract containing any standstill or similar provision pursuant to which the Company or any Company Subsidiary would be prohibited from acquiring assets or securities of another Person; (viii) any Contract evidencing a partnership, joint venture or other similar arrangement; (ix) any Contract between or among the Company or any Company Subsidiary, on the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or any beneficial owner of 5% or more of any class of capital stock of the Company (other than the Company) or any affiliate of the foregoing, on the other hand, other than employment, indemnification, stock option or similar Contracts entered into in the ordinary course of business; (x) any Contract relating to an acquisition, divestiture, merger or similar transaction that has continuing indemnification or other contingent payment obligations; (xi) any Contract that is a license or other Contract pursuant to which (A) the Company or any of the Company Subsidiaries has licensed or otherwise granted rights in or to any of the Company’s Intellectual Property Rights to any Person (other than standard non-disclosure Contracts and standard non-exclusive licenses granted in the ordinary course of business), or (B) any Person has licensed or sublicensed to the Company or any of the Company Subsidiaries, or otherwise authorized the Company or any of the Company Subsidiaries to use, any third-party Intellectual Property Rights that are material to the Company (other than non-disclosure Contracts and standard, unmodified, off-the-shelf Software commercially available on standard terms from third-party vendors (e.g., Microsoft Windows)); (xii) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); and (xiii) any other Contract which by its terms would prohibit the consummation of the Offer, the Merger or any other transaction contemplated by this Agreement. Each Contract of the type described in this Section 4.14(a) is referred to herein as a “Company Material Contract.” Accurate and complete copies of each Company Material Contract have been made available by the Company to Parent, or publicly filed with the SEC, in each case prior to the date of this Agreement. (i) Each Company Material Contract is a valid and binding obligation of the Company or the Company Subsidiaries 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 other party or parties thereto, in accordance with its terms, and is in full force and effect except that (x) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought; (ii) the Company and each Company Subsidiary has in all material respects performed all obligations required to engage be performed by it under each Company Material Contract and, to the knowledge of the Company, each other party to each Company Material Contract has in any line of business, or all material respects performed all obligations required to compete with any person or operate in any geographical location; be performed by it under such Company Material Contract; and (viiii) 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 none of the Company or any affiliate Company Subsidiary has received written notice of any material violation or material default under (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, does there exist any other party, is in breach condition which upon the passage of time 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 notice or both would cause such a material violation of time, or otherwise, would constitute a breach or material default by the Company or, to the knowledge of the Company, under) 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 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 Schedule 4.08(a) of the Company Disclosure Schedule lists Schedules sets forth, by reference to the applicable subsection of this Section 4.08(a), all of the following agreements Contracts to which a Seller is a party, by which a Seller or any of its assets or properties are bound, or in respect of which a Seller receives revenue (each, a “Material Contract”): (i) any Contract (A) with any Top Vendor, or (B) providing for payments (whether written fixed, contingent or oralotherwise) by or to a Seller in an aggregate amount of $15,000 or more; (ii) any Contract relating to a partnership, joint venture, joint marketing, joint development or similar joint arrangement with any Person; (iii) any employment agreement or other Contract for or relating to a Seller’s employment or engagement of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated hereby; (iv) any Contract that provides for, or relates to, Indebtedness; (v) any Contract that restricts a Seller from (A) engaging in any aspect of the Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any Person; (vii) any Contract containing a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Person; (viii) any Contract that, following Closing, would or would purport to: (A) require the Company Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with Employees; (x) any settlement agreement entered into since the date that is a party as of five (5) years from the date of this Agreement (other than the Transaction Documentation): (i) including any agreement (or group of under which any employment-related agreements) for the lease of personal property from or to third parties claim is settled); (A) which provides for lease payments in excess any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of $25,000 per annum infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) which has a remaining term longer than 12 months and is not cancellable without penalty by any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Company on sixty (60) days Liabilities or less prior written noticeIndebtedness of any other Person; (iixii) other than routine employment-related Contracts, any agreement (or group Contract with a Related Person 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 whichSeller or, to the knowledge of the CompanySellers, establishes a material joint venture or legal partnershipFamily Member of any such Related Person; (ivxiii) any agreement (Contract pursuant to which a Seller has acquired a business or group entity, or substantially all of related agreements) under which it has createdthe assets of a business or entity, incurredwhether by way of merger, assumed or guaranteed (or may createconsolidation, incurpurchase of equity interests, 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 purchase of its assets, tangible license or intangibleotherwise; (vxiv) any agreement Contract that purports involves (A) the sharing of profits with other Persons or (B) the payment of royalties 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 locationother Person; (vixv) any employment agreement Contract that contains an earn-out or consulting agreement other contingent payment or obligation (which provides for payments contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in excess the ordinary course of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ noticebusiness consistent with past practice); (viixvi) any agreement involving Contract with any officerGovernmental Authority, director any prime contractor, higher-tier subcontractor or stockholder reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) Intellectual Property (other than stock subscriptionlicenses for Off-the-Shelf Software); or (E) restricts, stock optionlimits or places any conditions on a Seller’s ability to use, restricted stockenforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, warrant including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller, the Business or stock purchase agreements their respective operations, financial condition, properties or assets. (b) Each Material Contract is valid and binding on a Seller in accordance with its terms and is in full force and effect. No Seller or, to Seller’s knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the forms acceleration or other changes of which any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Material Contract 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 ScheduleBuyer. 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 There are no event has occurred, is disputes 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 or, to the knowledge of the Company, threatened under 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 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 3.21(a) of the Company Disclosure Schedule lists contains a complete and accurate list of each Material Contract, true and complete copies of which have been provided or made available to Parent, as well as a summary of all oral Material Contracts. “Material Contract” means any Contract (i) that would qualify as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ii) containing covenants binding upon the Company or any of its Subsidiaries that materially restrict the ability of the Company or any of its Subsidiaries (or which, following agreements (whether written or oralthe consummation of the Merger, could materially restrict the ability of the Surviving Corporation) to which compete in any business or with any Person or in any geographic area that is material to the Company is and its Subsidiaries, taken as a party whole, as of the date hereof, except for any such Contract that may be canceled without penalty by the Company or any of this Agreement its Subsidiaries upon notice of 90 days or less; (other than the Transaction Documentation): (iiii) any with respect to a material joint venture or material partnership agreement (excluding information technology Contracts); (iv) that would prevent, materially delay or group of related agreementsmaterially impede the Company’s ability to consummate the Merger or the other transactions contemplated by this Agreement; (v) that calls for the lease payment over the remaining life of personal property the Contract of more than $100,000 in the aggregate; (vi) that continues for a period of more than twelve (12) months from or to third parties (A) which provides for lease the Closing Date and involves payments in excess of $25,000 per annum 75,000; (vii) that is an employment agreement containing severance or termination pay Liabilities; (viii) that is a contract under which the Company or any of its Subsidiaries has advanced or loaned money to any other Person (other than the Company’s agreement to reimburse employees for normal and customary moving expenses, in each case in amounts of less than $25,000); (ix) that is an agreement or indenture relating to Indebtedness of the Company or any of its Subsidiaries; (x) that is a lease or agreement under which the Company or any of its Subsidiaries is lessee of or holds or operates (aa) any real property or (Bbb) any personal property with an initial cost in excess of $50,000 as of the initial date of the lease (as if such property had been purchased on the first day of such lease), which has a remaining term longer property is owned by any Person other than 12 months and the Company or any of its Subsidiaries; (xi) that is not cancellable without penalty an assignment, license, indemnification, right to use, or agreement with respect to any intangible property (including any Intellectual Property) by the Company on sixty or any of its Subsidiaries (60) days or less prior written notice; (ii) except for any such 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 commercially available, unmodified, off-the-shelf software with a certain party; license fee of less than $50,000); (iiixii) any agreement which, to the knowledge of the Company, establishes that is a material joint venture warranty agreement with respect to its services rendered or legal partnership; its products sold; (ivxiii) any that is an agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness granted any Person any registration rights (including capitalized lease obligationsdemand or piggyback registration rights); (xiv) involving more than $25,000 that is a sales, distribution, supply or under which it has imposed franchise agreement; (xv) that is a contract regarding voting, transfer or may impose) a Security Interest on other arrangements related to the Company’s or any of its assetsSubsidiaries’ capital stock or warrants, tangible options or intangible; (v) other rights to acquire any agreement that purports to limit in any material respect the right of the Company to engage in Company’s or any line of business, or to compete with any person or operate in any geographical location; its Subsidiaries’ capital stock; (vixvi) any employment agreement or consulting agreement which provides for that involves payments in excess of $50,000 per annum (other than employment 75,000 and is not cancelable by the Company or consulting agreements terminable on any of its Subsidiaries with notice of less than thirty (30) days’ notice); days and without Liability, penalty or premium; (viixvii) any that is a settlement, conciliation or similar agreement involving any officerrequiring a payment by the Company or its Subsidiaries in excess of $50,000 or which provides for limitations on the conduct by, director or stockholder of requires conduct by, the Company or any affiliate of its Subsidiaries; (as defined in Rule 12b-2 under the Exchange Actxviii) 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 letter 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 equitycredit; (iixix) the that is a collective bargaining agreement; (xx) that is a settlement, conciliation or similar agreement will not, as a result of the execution and delivery by the Company of this Agreement with any Governmental Entity or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease pursuant 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 which any outstanding obligations would exist after the Closing; and or (iiixxi) neither the Company nor, that is material to the knowledge Company’s or any of the Company, any other party, is in breach or violation of, or default under, any such agreement, its Subsidiaries’ operations 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 Effectbusiness prospects.

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. (aSection 3(r) Section 2.14 of the Company Disclosure Schedule lists the following Contracts and other agreements (whether written or oral) to which any of the Company Division and the Division 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 property to or from or to third parties (A) which provides any Person providing for lease payments in excess of $25,000 50,000 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 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 result in a material loss to any of the Company on sixty (60) days Division and the Division Subsidiaries, 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 party25,000; (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 or under which it has imposed (or may impose) a Security Interest (other than Permitted Encumbrances) 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 businessconcerning confidentiality, noncompetition or to compete with any person or operate in any geographical locationnonsolicitation; (vi) any employment agreement or consulting agreement under 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)it has granted price protection provisions; (vii) any agreement involving under which it has granted any officerexclusive right or license relating to any product, director group of products, service, group of services, technology 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)territory; (viii) any agreement profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or commitment other plan or arrangement for capital expenditures in excess the benefit of $25,000the current or former directors, for a single project officers, and employees of the Seller and its Subsidiaries (it being represented and warranted that including the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projectsDivision Subsidiaries); (ix) any collective bargaining agreement; (x) any agreement for the employment of any individual on a full-time, part-time or other basis or any consulting agreement providing annual compensation in excess of $25,000 or providing severance benefits; (xi) any agreement under which it has advanced or loaned any amount to any of the directors, officers, and employees of the Seller (other than officers or employees exclusively of the Napster Division) and the Division Subsidiaries outside the Ordinary Course of Business; (xii) any agreement under which the consequences of a default or termination would reasonably be expected to could have a Company Material Adverse Effect;; 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 (xiixiii) 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) 25,000. The Company Seller has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each written agreement (as amended to date) listed in Section 2.14 3(r) of the Company Disclosure Schedule and a written summary setting forth the terms and conditions of each oral agreement referred to in Section 3(r) of the Disclosure Schedule. With respect to each such agreement so listedthat materially affects the Acquired Assets or the Assumed Liabilities, and except as set forth in Section 2.14 of to the Company Disclosure ScheduleSeller’s Knowledge: (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 notcontinue to be legal, as a result of the execution valid, binding, enforceable, and delivery by the Company of this Agreement or the Transaction Documentation, or in full force and effect on terms identical in all material respects following the consummation by the Company of the transactions contemplated hereby or thereby, cease (including the assignments and assumptions referred to be in Section 2 above) and an assumption in the form attached hereto) and for a legal, valid, binding and enforceable obligation period of at least one year from 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 date 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 (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 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 Other than the contracts or agreements of the Company Disclosure Schedule lists included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of the following contracts and agreements (whether written or oral) to which the Company or any of its Subsidiaries is a party as or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date of this Agreement (other than the Transaction Documentation):hereof: (i) any agreement (or group of related agreements) contracts and agreements for the lease purchase of personal property from inventories, goods or to third parties other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that (A) which provides for lease require payments by the Company or any of its Subsidiaries in excess of $25,000 per annum or and (B) which has have a remaining term longer than 12 months of one year or more and is are not cancellable without penalty terminable by the Company or Subsidiary party thereto, as the case may be, on sixty (60) days notice of six months or less prior written noticewithout penalty; (ii) any agreement (or group of related agreements) contracts and agreements for the purchase or sale of products inventories, goods or other materials, or for the furnishing of services, by the Company or receipt any of services its Subsidiaries that (A) which calls for performance over require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a period term of one year or more than one year, is and are not cancellable without penalty terminable by the Company or Subsidiary party thereto, as the case may be, on sixty (60) days notice of six months or less prior written without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice and involves more than the sum of $25,000 per annumsix months or less without penalty, 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 partnershipare otherwise material; (iv) any agreement contracts and agreements (A) governing the terms of indebtedness, or group guarantees of related agreements) under which it has createdindebtedness, incurredof, assumed or guaranteed (secured by assets of, the Company 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 assetsSubsidiaries in excess of $100,000 principal amount in the aggregate, tangible or intangible(B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrument; (v) any agreement that purports shareholder, voting trust or similar contracts and agreements relating to limit in any material respect the right voting of the Company to engage in any line of business, shares or to compete with any person other equity 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 debt interests 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)its Subsidiaries; (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) Section 2.14 3.13(a) of the Company Disclosure Schedule lists the following agreements (whether written or oral) Contracts to which any member of the Company Group is a party as or which are binding on any assets of the date any member of this Agreement (other than the Transaction Documentation):Company Group used in the Business: (i) each Contract with any agreement Material Customer or Material Supplier; (ii) each Contract that requires a Company to pay, or group entitles a Company to receive, or could result in obligations of related agreementsa Company in the amount of, in the aggregate, $50,000 or more in any twenty-four (24) for the lease month period; (iii) each Contract containing a “most-favored-nation” provision or any provisions of personal property from or to third parties similar effect; (Aiv) which provides for lease payments in excess of $25,000 per annum or (B) which has each Contract that may not be unilaterally terminated by a remaining term longer than 12 months and is not cancellable Company, without penalty by the Company on or fee, upon no more than sixty (60) days or less days’ prior written notice; (iiv) each Contract that requires the consent of any agreement (Person prior to a change of ownership or group control 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 partyCompany; (iiivi) each joint venture, partnership or Contract involving a sharing of profits, losses, costs or liabilities with any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnershipother Person; (ivvii) each Contract containing 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 covenant that purports to limit in any material respect restrict the right business activity of the Company Group or limit the freedom of the Company Group to engage in any line of business, 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)Person; (viii) any agreement or commitment for capital expenditures in excess each power 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)attorney; (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effecteach Contract for Debt; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements each Contract providing for the purchase, sale payment of any cash or license other compensation or benefits upon the consummation of products entered into in the Ordinary Course of Business)transactions contemplated by this Agreement; (xi) each Contract with any labor union, labor organization or trust fund or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan or practice, whether formal or informal, or any severance agreement or arrangement; (xii) each Contract under which the Company Group has advanced or loaned to any other Person; (xiii) each Contract with any Seller, any equityholder or other beneficial owner of Seller, or any other Affiliate of any member of the Company Group; (xiv) any settlement or similar agreement; (xv) each employment or consulting Contract or other Contract with any of the Company Group’s officers, managers, partners, directors or employees; (xvi) each Intellectual Property Agreement; (xvii) each confidentiality agreement and non-disclosure agreement still in effect; (xviii) each Contract which purports to be (or will after the Closing be) binding on Affiliate of any Company other than as contemplated by this Agreement, relating to the future sales of securities of the an Affiliate that is another Company; and (xiixix) any other agreement (or group of related agreements) (A) under which material to the Company is obligated to make payments Group whether 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 listed in written Material Contract, together with all amendments, exhibits, attachments, waivers or other changes thereto. Section 2.14 3.13(b) of the Company Disclosure Schedule. With respect Schedule contains an accurate and complete description of all material terms of all oral Material Contracts. (c) Each Material Contract is legal, valid, binding, enforceable, in full force and effect and will continue to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a be legal, valid, binding and enforceable obligation on identical terms following the Closing Date. Except as specifically disclosed and described in Section 3.13(c) of the Disclosure Schedule, (i) no Material Contract has been breached or canceled by the applicable member of the Company and in full force and effectGroup or, except as such enforceability may be limited under applicable bankruptcyto the Knowledge of BHB, insolvency and similar lawsany other party thereto, 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 applicable member 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 Group has performed all obligations under such Material Contracts required to be a legalperformed by it, 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 Knowledge of the CompanyBHB, any other party, there 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 upon giving of notice, with notice or lapse of time, time or otherwiseboth, would constitute a breach or default by under any such Material Contract or would permit the termination, modification or acceleration of such Material Contract, (iv) except to make the statements in clause (v) of this Section 3.13(c) accurate, no member of the Company orGroup has assigned, delegated or otherwise transferred to any Person any of its rights, title or interest under any such Material Contract, and (v) following the Closing, all Material Contracts will be available to the knowledge applicable member of the Company, any other party under Company Group on identical terms as such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated Material Contracts were available to have a the Company Material Adverse EffectGroup prior to the Closing.

Contracts. (a) Section 2.14 of Except as identified as an exhibit to a Company SEC Document, neither the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the nor any Company Subsidiary is a party as of the date to, or bound by, any Material Company Contract. For purposes of this Agreement (other than Agreement, a "Material Company Contract" shall be deemed to be any Contract filed or required to be filed as an exhibit to the Transaction Documentation):Company's Annual Report on Form 10-K for the year ended December 31, 1998 or as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, and any Contract: (i) relating to the employment or engagement of, or the performance of services by, any agreement (employee, consultant or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments independent contractor in excess of $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 noticeyear; (ii) restricting in any agreement (manner the Company's or group of related agreements) for the purchase any Company Subsidiary's right or sale of products or for the furnishing or receipt of services ability to (A) which calls for performance over a period of more than one yearcompete with any other Person, is not cancellable without penalty by the Company on sixty (60B) days acquire or less prior written notice and involves more than the sum of $25,000 per annumtransfer any product, technology or other asset from or to any other Person, or (BC) in which the develop or distribute any 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 partyProprietary Asset; (iii) that (A) provides for the receipt or expenditure by the Company or any agreement which, Company Subsidiary of cash or other consideration in excess of $100,000; (B) relates to the knowledge performance of services by or on behalf of the Company, establishes Company or any Company Subsidiary having a value in excess of $100,000; (C) was entered into outside the ordinary course of business; or (D) is material joint venture and cannot be terminated by the Company without penalty with 30 days notice or legal partnershipless; (iv) relating to the acquisition, issuance or transfer of 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 intangiblesecurities; (v) creating or relating to the creation of any agreement that purports Encumbrance with respect to limit in any material respect the right of the Company to engage Proprietary Assets or other assets having a value in any line excess of business, or to compete with any person or operate in any geographical location$100,000; (vi) involving or incorporating any employment agreement guaranty, pledge, performance, completion bond, indemnity or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment contribution or consulting agreements terminable on less than thirty (30) days’ notice);surety arrangement; or (vii) creating or relating to any agreement involving partnership, joint venture, research or development collaboration, license agreement, or any officer, director or stockholder of other Contract by which the Company or any affiliate Company Subsidiary is obligated or has the right to share any revenues, profits, losses, costs or Liabilities. (b) Except as defined would not, individually or in Rule 12b-2 the aggregate, have a Material Adverse Effect on the Company, all Material Company Contracts are in full force and effect and are enforceable against the Company and, to the Company's knowledge, are enforceable against the other parties thereto, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, as limited by laws relating to the availability of specific performance, injunctive relief, or by general equitable principles, and to the extent any indemnification or contribution provisions thereof may be limited by applicable federal or state securities laws. Neither the Company nor any Company Subsidiary has breached, or received in writing any claim or threat that it has breached, in any material respect, and no default has occurred under, any of the Material Company Contracts and, to the Company's knowledge, (i) none of the other contracting parties has violated or breached, and no default has occurred under any of the Exchange ActMaterial Company Contracts, and (ii) thereof (an “Affiliate”) (other than stock subscriptionthe transactions contemplated hereby, stock optionno event has occurred, restricted stockand no circumstance or condition exists which with the giving of notice or the lapse of time, warrant or stock purchase agreements both, will, or could reasonably be expected to, result in a violation, breach or default under any Material Company Contract or give any Person the forms right to cancel, terminate or modify any Material Company Contract. To the Company's knowledge, no party to a Material Company Contract currently in effect has given notice to the Company or any Company Subsidiary of which intent to terminate such Material Company Contract in a way that would have been made available a Material Adverse Effect on the Company. The Company has provided Parent or Parent's counsel with access to Parent);true and complete copies of each of the Material Company Contracts. Consummation of the transactions contemplated by this Agreement and each other agreement to be entered into by the Company in connection herewith will not (and will not give any Person a right to) cancel, terminate or modify any material rights of, or accelerate or increase any material obligation of, the Company under any Material Company Contract. (viiic) The Company and each Company Subsidiary possess all material Governmental Authorizations which are required in order to operate their respective businesses as presently conducted, and the Company and each Company Subsidiary is in compliance in all material respects with all such Governmental Authorizations. Each such Governmental Authorization is identified in Schedule 2.8(c) of the Company Disclosure Schedule. Each such Governmental Authorization is valid and in full force and effect and will remain so until consummation of the transactions contemplated by this Agreement, except where the failure to comply would not have a Material Adverse Effect on the Company. (d) Except as set forth in Schedule 2.8(d) of the Company Disclosure Schedule, there are no claims made or, to the Company's knowledge, threatened against the Company or any agreement Company Subsidiary under each Material Company Contract presently or commitment for capital expenditures heretofore in excess of $25,000effect to the extent such claims, 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 individually or in the aggregate for all projects); (ix) any agreement under which the consequences of a default aggregate, have had 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 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, 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 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 For purposes of this Agreement, each of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is shall constitute a party as of the date of this Agreement (other than the Transaction Documentation):“Material Contract”: (i) each Purchased Contract relating to the employment (whether on a full-time, part-time, consulting or other basis) of any agreement (Employee of the Business, and any “stay pay,” termination, change of control or group other Contract pursuant to which Seller is or may become obligated to make any severance, termination or relocation payment to any current or former Employee of related agreements) the Business who earns or earned an annual base salary of more than $60,000 or for which the lease cost of personal property from such severance, termination or to third parties (A) which provides for lease payments in excess of relocation payment would 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 notice30,000; (ii) except to the extent included elsewhere in this Section 4.11(a), each Purchased Contract relating in a material manner or primarily to the acquisition, use, transfer, development, ownership, sharing or license of any agreement Intellectual Property material to the conduct of the Business (or group of related other than nondisclosure 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) each Purchased Contract creating or relating to any agreement whichpartnership, to the knowledge of the Company, establishes a material limited liability company or joint venture or legal partnershipsimilar venture or arrangement; (iv) each Purchased Contract with any agreement customer or production supplier that involves, or would reasonably be expected to involve (assuming delivery of eighty-four (84) shipsets per year), the payment or group expenditure in excess 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 intangible2,000,000; (v) any agreement each Purchased Contract not with customers or production suppliers that purports may not be terminated (without penalty) by Seller within thirty (30) days after the delivery of a termination notice by Seller and contemplating or involving, or reasonably anticipated to limit involve, (A) the payment or delivery by or to the Business of cash or other consideration in an amount or having a value in excess of $250,000 in the aggregate in any material respect calendar year; (B) the right performance by or for the Business of services in an amount or having a value in excess of $250,000 in the Company to engage aggregate in any line of businesscalendar year; or (C) the sale, lease or other disposition by or to compete with any person the Business of goods, supplies, products and/or other Assets in an amount or operate having a value in excess of $250,000 in the aggregate in any geographical locationcalendar year; (vi) each Seller Contract imposing any material, explicit restriction on the right or ability of (A) the Business to (1) compete with, or solicit the services or employment agreement of, any other Person; (2) sell any product or consulting agreement which provides other Asset, or perform any services anywhere in the world; (3) acquire any product or other Asset or any services from any other Person, sell any product or other Asset to or perform any services for payments in excess of $50,000 per annum any other Person, or transact business with any other Person; or (4) develop, use, sell, enforce or license any Intellectual Property material to the Business (other than employment nondisclosure agreements); or consulting agreements terminable on less than thirty (30B) days’ notice)Buyer to own and operate the 787 Program as currently conducted; (vii) each Purchased Contract under which Seller (A) leases or subleases any agreement real property or (B) leases or subleases any buildings, structures, improvements or appurtenances, in whole or in part, from any other Person involving any officer, director lease payments or stockholder other consideration in excess 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)$100,000 per annum; (viii) each Purchased Contract with (A) any agreement Affiliate of Seller (other than any employee of Seller) or commitment for capital expenditures in excess (B) any 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 projectsPersons identified on Schedule 4.11(a)(viii); (ix) any agreement under which each note, debenture, bond, indenture, guarantee, loan, credit or financing agreement, instrument or other evidence of, or Contract for, Indebtedness of Seller secured by or providing Encumbrances on the consequences of a default Purchased Assets, and each Purchased Contract for borrowed money (including for future loans, credit or termination would reasonably be expected to have a Company Material Adverse Effectfinancing); (x) any Contract, the primary subject matter of which is confidentiality, nondisclosure or similar agreement with respect to confidentiality arrangements executed by or on behalf of Seller with respect to the Business pursuant to which contains any provisions requiring third party owes an obligation of confidentiality to Seller in relation to 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) each Purchased Contract which creates, or may create, an Encumbrance on any agreement, other than as contemplated by this Agreement, relating to the future sales Purchased Asset in an amount or with a value in excess of securities of the Company$50,000; 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 (xiPurchased Contract set forth on Schedule 4.11(a)(xii). (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 Except as set forth in Section 2.14 of on Schedule 4.11(b) and other than with respect to the Company Disclosure Schedule787 Supply Agreement: (i) the agreement each Material Contract is in full force and effect and (ii) each Material Contract constitutes a legal, valid, binding and enforceable obligation of Seller and, to Seller’s Knowledge, of the Company other party or parties thereto and is enforceable in full force and effectaccordance with its terms, except as such enforceability may be limited under subject only to applicable bankruptcy, insolvency insolvency, reorganization and similar laws, rules or regulations moratorium Laws and other Laws of general application affecting enforcement of creditors’ rights generally. (c) Except as set forth on Schedule 4.11(c) and remedies generally other than with respect to the 787 Supply Agreement: (i) Seller has not violated or breached in any material respect or committed any material default under, any Material Contract (in each case, with or without notice or lapse of time or both), nor is it in receipt of any written Claim of such default or breach; and (ii) to general principles the Knowledge of equity whether applied Seller, no other Person has violated or breached in any material respect, or committed any material default under, any Material Contract (in each case, with or without notice or lapse of time or both). (d) Other than under the 787 Supply Agreement, no event or development has occurred, and no fact, circumstance or condition exists, that (with or without notice or lapse of time or both) has (i) resulted in a court material violation or breach of law or a court any provision of equityany Material Contract by Seller; (ii) given any Person the agreement will not, as right to declare a result of the execution and delivery by the Company of this Agreement material default 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 exercise any remedy for breach 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 Closingany Material Contract; and (iii) neither given any Person the Company norunilateral right to accelerate the maturity of material obligations pursuant to any Material Contract; or (iv) give any Person the right to cancel, terminate or modify, in any material respect, any Material Contract. (e) Schedule 4.11(e) provides a list of all written Material Contracts (including all amendments thereto and excluding purchase orders issued pursuant to the knowledge Material Contracts otherwise disclosed on such schedule) and a summary description of all material terms of any oral or unwritten Contract constituting a Material Contract (including any oral or unwritten amendments thereto), in each case as of the Companydate of this Agreement. A true, any other party, is in breach or violation of, or default under, any correct and complete copy of each such agreement, and no event written Material Contract (including all amendments thereto) has occurred, is pending or, been made available 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 EffectBuyer.

Contracts. (a) Section 2.14 of Schedule 5.16(a) lists all material Contracts (collectively, the Company Disclosure Schedule lists the following agreements (whether written or oral“Material Contracts”) to which the Company Group is a party and which are currently in effect and constitute the following: (i) each Contract that requires annual payments or expenses by, or annual payments or income to, the Company Group of $250,000 or more (other than standard purchase and sale orders entered into in the ordinary course of business consistent with past practice); (ii) each sales, advertising, agency, lobbying, broker, sales promotion, market research, marketing or similar contract and agreement requiring the payment of any commissions by the Company Group in excess of $250,000 annually; (iii) each Contract between the Company Group and Zhejiang Xiaojianren; (iv) each employment Contract, employee leasing Contract, and consultant and sales representative Contract with any current or former officer, director, employee or individual consultant of the Company Group or other Person, under which the Company Group (A) has continuing obligations for payment of annual compensation of at least $200,000 (other than oral arrangements for at-will employment), (B) has material severance or post termination obligations to such Person (other than COBRA obligations), or (C) has an obligation to make a payment upon consummation of the transactions contemplated hereby or as a result of a change of control of the Company Group; (v) each Contract creating a material joint venture, strategic alliance, limited liability company and partnership agreement to which the Company Group is a party; (vi) each Contract relating to any material acquisitions or dispositions of assets by the Company Group in excess of $500,000; (vii) each Contract for a material licensing agreement for Intellectual Property Rights (including the nature of the use of said Intellectual Property Right), other than (i) “shrink wrap,” off-the-shelf, or other publicly or commercially available licenses, and (ii) non-exclusive licenses granted in the ordinary course of business; (viii) each Contract relating to material secrecy, confidentiality and nondisclosure obligations that restrict the conduct of the Company Group (except for such Contracts entered into in the ordinary course of business) or substantially limit the freedom of the Company Group to compete in any line of business or with any Person or in any geographic area; (ix) each Contract providing for material guarantees, indemnification arrangements and other hold harmless arrangements made or provided by the Company Group to a third party other than any indemnity or similar provisions incidental to any Contract entered into by the Company Group in the ordinary course of business; (x) each Contract to which any Specified Shareholder is a party; (xi) each Contract relating to tangible property or tangible assets (whether real or personal) in which the Company Group holds a leasehold interest (including the Leases) and which involves payments to the lessor thereunder in excess of $25,000 per month; (xii) each Contract relating to outstanding Indebtedness, including financial instruments of indenture or security instruments (typically interest-bearing) such as notes, mortgages, loans and lines of credit, except any such Contract with an aggregate outstanding principal amount not exceeding $250,000; (xiii) each Contract relating to the voting or control of the equity interests of the Company Group or the election of directors of the Company (other than the Organizational Documents of the Company Group); (xiv) each Contract that can be terminated, or the provisions of which are altered, as a result of the consummation of the transactions contemplated by this Agreement or any of the Additional Agreements to which the Company Group is a party; (xv) each Contract for which any of the benefits, compensation or payments (or the vesting thereof) with respect to a director, officer, employee or individual consultant of a member of Company Group will be materially increased or accelerated by the consummation of the transactions contemplated hereby or the amount or value thereof will be calculated on the basis of any of the transactions contemplated by this Agreement; (xvi) each Contract relating in any way to the Internal Reorganization; and (xvii) any other Contract that can be reasonably deemed as material to the Company, its operations and/or its financial condition. (b) Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect or as set forth on Schedule 5.16(b), 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 each Material Contract is a remaining term longer than 12 months valid and binding agreement, 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 Group nor, to the knowledge of the Company, any other partyparty thereto, is in breach or violation of, default (whether with or default under, any such agreement, and no event has occurred, is pending or, to without the knowledge passage of the Company, is threatened, which, after time or the giving of noticenotice or both) under the terms of any such Material Contract, with lapse of timesubject to Creditors’ Rights, (ii) the Company Group has not assigned, delegated, or otherwiseotherwise transferred any of its rights or obligations with respect to any Material Contracts, would constitute a breach or default by granted any power of attorney with respect thereto or to any of the Company orGroup’s assets, (iii) no Contract (A) requires the Company Group to post a bond or deliver any other form of security or payment to secure its obligations thereunder or (B) imposes any non-competition covenants that may be binding on, or restrict the Business or require any payments by or with respect to Purchaser or any of its Affiliates. The Company Group previously provided to the knowledge Purchaser Parties true and correct copies of each written Material Contract as of the Company, any other party under such contract, except for any breach, violation or default that has not had and date of this Agreement. (c) Except as would not reasonably be anticipated to expected to, individually or in the aggregate, have a Company Material Adverse EffectEffect or set forth on Schedule 5.16(c), none of the execution, delivery or performance by the Company Group of this Agreement or Additional Agreements to which the Company Group is a party or the consummation by the Company Group of the transactions contemplated hereby or thereby constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any obligation of the Company or to a loss of any material benefit to which the Company Group is entitled under any provision of any Material Contract. (d) Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect or as set forth on Schedule 5.16(d), the Company Group is in compliance with all covenants, including all financial covenants, in all notes, indentures, bonds and other instruments or agreements evidencing any Indebtedness.

Contracts. (a) Except as filed as an exhibit to a Company SEC Document prior to the date of this Agreement, and except for the Company Benefit Plans, each of the following contracts, agreements or arrangements are set forth in Section 2.14 3.18(a) 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):Letter: (i) any agreement relating to the borrowing of money or the extension of credit (other than agreements among direct or group indirect wholly owned Company Subsidiaries, and other than any agreements that generate trade payables or other accounts payable in the ordinary course 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 noticebusiness consistent with past practice); (ii) any agreement (joint venture, partnership, limited liability company or group of related agreements) for the purchase other similar agreements 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 arrangements relating to the formation, creation, operation, management or control of any products partnership, strategic alliance or territory or has agreed to purchase goods or services exclusively from a certain partyjoint venture; (iii) any agreement whichor series of related agreements, including any option agreement, entered into after January 1, 2010 or not yet consummated, relating to the knowledge acquisition or disposition of the Companyany material business or material real property (whether by merger, establishes a material joint venture sale of stock, sale of assets or legal partnershipotherwise); (iv) any agreement (including any exclusivity agreement) that purports to limit or group restrict in any material respect either the type of related agreementsbusiness in which the Company or any Company Subsidiary (or, after the Effective Time, the Surviving Corporation or its Subsidiaries) under may engage or the manner or locations in 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 assetsthem may so engage in any business in which the Company is currently engaged including any covenant not to compete, tangible or intangiblethat could require the disposition of any material assets or line of business of the Company or any Company Subsidiary; (v) any agreement that purports to limit in any material respect providing for the right of production by the Company to engage or any Company Subsidiary of any product on an exclusive or requirements basis or the purchase by the Company or any Company Subsidiary of any product on an exclusive or output basis, in any line each case not entered into in the ordinary course of business, or to compete business consistent with any person or operate in any geographical locationpast practice; (vi) any employment agreement or consulting agreement which provides for payments “material contract” (as such term is defined in excess Item 601(b)(10) of $50,000 per annum (Regulation S-K of the SEC), other than employment or consulting agreements terminable on less than thirty (30) days’ notice)Company Benefit Plans; (vii) any agreement involving any officeror series of related agreements entered into after January 1, director 2010 or stockholder not yet consummated that involve expenditures or receipts of the Company or any affiliate (as defined Company Subsidiary in Rule 12b-2 under excess of $50,000 individually or $100,000 in the Exchange Act) thereof (an “Affiliate”) (other than stock subscriptionaggregate for a series of related agreements per year, stock optionin each case, restricted stock, warrant or stock purchase agreements that are not entered into in the forms ordinary course of which have been made available to Parent)business consistent with past practice; (viii) any agreement by which the Company or commitment any Company Subsidiary licenses or otherwise obtains the right to use material Intellectual Property rights or trade secrets of any other Person (other than licenses for capital expenditures readily available commercial software) or by which the Company or any Company Subsidiary is restricted in excess of $25,000its right to use or register, 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);or licenses or otherwise permits any other Person to use, enforce, or register any material Company Owned Intellectual Property or trade secrets; or (ix) any agreement under the termination or breach of which the consequences of a default or termination would reasonably be expected to have result in 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 agreements, arrangements and plans that are required to the Parent a complete and accurate copy of each agreement listed be set forth in Section 2.14 3.18(a) of the Company Disclosure Schedule. With Letter, or that would be required to be set forth but for the filing thereof as exhibits to the Company SEC Documents, are referred to herein as the “Company Contracts.” Except with respect to matters that, individually or in the aggregate, have not resulted in and would not reasonably be expected to result in a Material Adverse Effect on the Company, each Company Contract is a valid and binding agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: or a Company Subsidiary, as the case may be, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (i) the agreement regardless of whether such enforceability is considered in a legalproceeding at equity or law), valid, binding and enforceable obligation of the Company and is 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 none 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 any Company norSubsidiary or, to the knowledge of the Company, any other party, party thereto is in default or breach or violation of, or default under, in any material respect under the terms of any such agreementCompany Contract; and since January 1, 2010, neither the Company nor any Company Subsidiary, as the case may be, has waived any material right or relinquished any material benefit under any such Company Contract; 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 material default by the Company or any Company Subsidiary or, to the knowledge of the Company, any other party under such contractCompany Contract. True, except for any breach, violation or default that has not had correct and would not reasonably be anticipated complete copies of each such Company Contract (including all modifications and amendments thereto and waivers thereunder) have been made available to have a Company Material Adverse EffectParent.

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. (aSection 4(m) Section 2.14 of the Company Disclosure Schedule lists the following agreements (lists, whether written or oral) to which , together with all amendments and modifications thereto, the Company is a party as following agreements and contracts of the date of this Agreement (other than the Transaction Documentation):MEI: (i) any agreement all contracts and agreements, whether or not fully performed, pursuant to which MEI has since January 1, 1997 acquired or disposed of more than $500,000 worth of its business or assets; (or group of related agreementsii) for the lease of personal property from or to third parties all agreements containing (A) covenants not to compete on the part of MEI or other similar restrictions on the ability of MEI to engage in its business, (B) rights of first refusal, (C) exclusive dealing or minimum purchase provisions or (D) prepayment or termination penalties; (iii) all notes, mortgages, indentures, letters of credit, guarantees, performance bonds, security agreements and other agreements and instruments for lending or borrowing (including assumed debt) entered into by MEI or pursuant to which provides for lease payments any properties or assets of MEI are pledged or mortgaged as collateral; (iv) any employment or consulting agreement with any present or former director, officer or employee of MEI; (v) all joint venture or partnership agreements to which MEI is a party or bound; (vi) all agreements pursuant to which MEI pays royalties 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 officerall area development agreements, director construction agreements and franchise agreements to which MEI is a party 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)bound; (viii) any agreement all product or commitment for capital expenditures in excess service purchasing and supplier agreements to which MEI is a party or bound, pursuant to which MEI has purchased or committed to purchase more than $250,000 of $25,000products, for a single project services or supplies during the last year or during the next twelve (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);12) months; and (ix) any agreement under other contracts and agreements of MEI, the performance of 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 will involve consideration in excess of $25,000 in any year or (B) 100,000 and are not entered into in terminable by MEI without penalty upon not more than 60 days notice. The foregoing are hereinafter referred to as the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi)"MEI Contracts. (b) The Company " Buyer has been delivered or made available to the Parent a correct and complete and accurate copy of each MEI Contract or other agreement listed in Section 2.14 4(m) of the Company Disclosure ScheduleSchedule (as amended to date). With respect to each agreement so listed, and except as set forth in Section 2.14 No Seller knows 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 any material defense to the Closing; and (iii) neither the Company nor, to the knowledge validity or enforceability of the Company, any other party, MEI Contract. Neither MEI nor any Seller has received written notice that MEI is in breach material default and MEI has not materially defaulted under any MEI Contract. MEI has not waived any material rights under any MEI Contract. MEI has not received or violation of, or default under, given notice of 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, in connection with 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 EffectMEI Contract.

Contracts. (a) Except as listed in Section 2.14 3.22(a) of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which Letter, and except for Company Benefit Plans, neither the Company nor any Company Subsidiary is a party to or bound by, as of the date of this Agreement (other than the Transaction Documentation):hereof: (i) any agreement relating to Indebtedness (other than agreements among direct or group of related agreementsindirect wholly owned Company Subsidiaries) 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 notice10,000,000; (ii) any agreement (joint venture, partnership, limited liability company or group other similar agreements or arrangements relating to the formation, creation, operation, management or control of related agreements) for the purchase any partnership 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 joint venture material to the Company on sixty (60) days or less prior written notice and involves more than the sum any of $25,000 per annum, or (B) its Subsidiaries in which the Company has granted manufacturing rightsor any Company Subsidiary owns any interest valued at more than $10,000,000 without regard to percentage voting or economic interest (unless pursuant to such agreement or arrangement the Company and/or the Company Subsidiaries, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating as the case may be, do not have a future funding obligation likely to any products or territory or has agreed to purchase goods or services exclusively from a certain partyrequire funding of more than $10,000,000 in the aggregate); (iii) any agreement whichor series of related agreements, including any option agreement, relating to the knowledge acquisition or disposition of the Companyany material business or material real property (whether by merger, establishes a material joint venture sale of stock, sale of assets or legal partnershipotherwise); (iv) any material agreement other than an agreement with respect to compensation or similar arrangements not involving a director of the Company or one of the officers of the Company for purposes of Section 16 of the Exchange Act and any agreement entered into in a commercially reasonable manner consistent with industry practice with (A) any Person directly or group indirectly owning, controlling or holding with power to vote, 5% or more of related agreementsthe outstanding voting securities of the Company or any Company Subsidiary, (B) under any Person 5% or more of the outstanding voting securities of which it has createdare directly or indirectly owned, incurred, assumed controlled or guaranteed held with power to vote by the Company or any Company Subsidiary or (C) any current or may create, incur, assume former director or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 officer of the Company or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangibleCompany Subsidiary; (v) any agreement (including any exclusivity agreement) that purports to limit or restrict in any material respect either the right type of business in which the Company or the Company Subsidiaries (or, after the Effective Time, Parent or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business including any covenant not to compete or could require the disposition of any material assets or line of business of the Company to engage in any line of business, or to compete with any person or operate in any geographical locationthe Company Subsidiaries; (vi) any employment sales, distribution, agency or other similar agreement providing for the sale by the Company or consulting agreement which provides for any Company Subsidiary of materials, supplies, goods, services, equipment or other assets that are material to the Company and the Company Subsidiaries taken as a whole and involving payments to the Company in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)17,500,000 annually; (vii) any agreement involving relating to any officermaterial interest rate, director currency or stockholder of the Company commodity derivatives 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)hedging transaction; (viii) any agreement (including keepwell agreement) under which (A) any Person (other than the Company or commitment a Company Subsidiary) has directly or indirectly guaranteed any liabilities or obligations of the Company or any Company Subsidiary or (B) the Company or any Company Subsidiary has directly or indirectly guaranteed liabilities or obligations of any other Person (other than the Company or a Company Subsidiary) (in each case other than endorsements for capital expenditures the purpose of collection in excess of a commercially reasonable manner consistent with industry practice), unless such guarantor obligation is less than $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)10,000,000; (ix) any material "take-or-pay" agreements; or (x) any agreement under the termination or breach of which or the consequences failure to obtain consent in respect of a default or termination would reasonably be expected is likely 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 agreements, commitments, arrangements and plans listed or made available required to the Parent a complete and accurate copy of each agreement be listed in Section 2.14 3.22(a) of the Company Disclosure Schedule. With respect Letter are referred to each herein as the "Company Contracts." Each Company Contract is a valid and binding agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) or a Company Subsidiary, as the agreement case may be, and 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 none 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 Subsidiary or, to the knowledge of the Company, any other party thereto is in default or breach in any material respect under the terms of any such contractCompany Contract. True, except for any breachcorrect and complete copies of (i) each such Company Contract (including all modifications and amendments thereto and waivers thereunder) and (ii) all form contracts, violation agreements or default that has not had instruments used in and would not reasonably be anticipated material to the Business have a Company Material Adverse Effectbeen made available to Parent.

Contracts. (a) Section 2.14 Schedule 5.11(a) to the applicable Acquired Companies Annex sets forth a list of the Company Disclosure Schedule lists the following agreements (whether written or oral) Contracts to which the an Acquired Company is a party as of or by which the date of this Agreement Acquired Company may be bound (other than the Transaction Documentation“Material Contracts”): (i) any agreement (or group of related agreements) Contracts for the lease future purchase, exchange or sale of personal property from electric power 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 noticeancillary services; (ii) any agreement (or group of related agreements) Contracts for the purchase or sale future transmission 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 partyelectric power; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnershipinterconnection Contracts; (iv) other than Contracts of the nature addressed by Section 5.11(a)(i) - (iii) and the Land Contracts, Contracts (A) for the sale of any agreement asset or (B) that grant a right or group option to purchase or sell any asset, other than in each case Contracts relating to assets with a value of related less than Five Hundred Thousand Dollars ($500,000); (v) other than Contracts of the nature addressed by Section 5.11(a)(i) - (iv) and the Land Contracts, Contracts for the future receipt of any assets or services requiring payments in excess of Five Hundred Thousand Dollars ($500,000) for each individual Contract; (vi) Contracts that purport to limit such Acquired Company’s freedom to compete in any line of business or in any geographic area; (vii) partnership, joint venture or limited liability company agreements; (viii) Contracts under which it has created, incurred, assumed or guaranteed (any outstanding 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 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 security interest secures outstanding indebtedness 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)borrowed money; (ix) any agreement under which the consequences outstanding agreements of a default guaranty, surety 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 indemnification (excluding indemnities contained indemnification provisions customarily included in agreements for the purchase, sale or license of products Contracts entered into in the Ordinary Course of Business), direct or indirect, by such Acquired Company; (x) Contracts for employment, management or consulting services providing annual compensation in excess of Two Hundred Fifty Thousand Dollars ($250,000) and which are not cancelable by such Acquired Company on notice (and without penalty) of ninety (90) days or less; (xi) any agreement, other than as contemplated by this Agreement, relating all Contracts with respect to the future sales of securities purchase, issuance, transfer or Encumbrance of the Companymembership interests of the Acquired Companies; and (xii) all Contracts with Seller or any Affiliate of Seller, on the one hand, and any Acquired Company, on the 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)hand. (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 Except as set forth in Section 2.14 on Schedule 5.11(b) to the applicable Acquired Companies Annex, Seller has provided Purchaser with, or access to, copies of all Material Contracts. (c) Except as set forth on Schedule 5.11(c) to the applicable Acquired Companies Annex, each of the Company Disclosure Schedule: (i) the agreement Material Contracts, in all material respects, 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 constitutes a valid and binding obligation of the terms thereof Acquired Company party thereto and, to Seller’s Knowledge, of the other parties thereto. (d) Except as in effect immediately prior set forth on Schedule 5.11(d) to the Closing; and (iii) neither the applicable Acquired Companies Annex, no Acquired Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, in any such agreementmaterial respect under any Material Contract, and to Seller’s Knowledge, no event has occurred, is pending or, other party to the knowledge any of the Company, Material Contracts is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a in breach or default by the Company or, to the knowledge of the Company, in 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 thereunder.

Contracts. (a) Section 2.14 of Except as set forth on Schedule 3.9(a) (together with the Company Disclosure Schedule lists IP Contracts, the following agreements (whether written or oral) to which the “Material Contracts”), no Company is a party as to any of the date of this Agreement following (other than the Transaction Documentationany Benefit Plan or Employment Arrangement): (i) any agreement (or group of related collective bargaining 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) Affiliate Agreements; (iii) (A) leases or similar Contracts under which such Company is lessee of, or holds or uses, any agreement machinery, equipment or vehicle or other tangible personal property owned by a third party or (or B) Contracts (including any group of related agreementsContracts with the same Person) for the purchase or sale of products any tangible assets or for other tangible personal property (including without limitation supplies, equipment or materials); in each case, that has an aggregate continuing liability in excess of $50,000 per year or $100,000 in the furnishing or receipt of services (A) which calls for performance over a period of aggregate and that is not terminable by such Company on not more than one year, is not cancellable thirty (30) days’ notice 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 partnershippremium; (iv) any agreement (all mortgages, indentures, notes, bonds or group other agreements relating to Indebtedness incurred or provided by such Company in an amount in excess 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 imposeother than (A) a Security Interest on any endorsements for the purpose of its assets, tangible or intangiblecollection in the ordinary course of business and (B) advances to employees of such Company in the ordinary course of business); (v) all Contracts to supply goods or services to such Company involving amounts in excess of $500,000 in the most recent fiscal year or $1,000,000 in the aggregate (other than 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 locationEmployment Arrangements); (vi) any employment all sales agent, sales representative or distribution agreements involving amounts in excess of $50,000 in the most recent fiscal year or $100,000 in the aggregate; (vii) all Contracts materially restricting such Company from freely engaging in its respective Company Business anywhere in the world; (viii) limited liability company agreement, partnership agreement, joint venture agreement or consulting other similar agreement which provides or arrangement (other than the Fundamental Documents of any Company or any agreement between the Companies); (ix) Contract that relates to the disposition or acquisition of equity or all or substantially all of the assets or equity of the Companies or any other Person by any Company, or any merger, consolidation or business combination with respect to any Company; (x) Contract for any settlement agreement in respect of a Proceeding providing for payments in excess of $50,000 per annum 25,000; (xi) Contract granting to any Person (other than employment a Company) an option or consulting agreements a first refusal, first offer or similar preferential right to purchase or acquire any material assets of a Company, other than in the ordinary course of business consistent with past practice; (xii) Contract with a Top Revenue Customer; (xiii) any Contract that provides for any special rebate, discount or similar programs to any customer or supplier, other than in the ordinary course of business consistent with past practice; (xiv) any management or similar agreement to provide management and administrative services to a professional corporation as such arrangement may be required for such Company’s operations in compliance with New York or other state law; (xv) Company Government Contract involving amounts in excess of $500,000 in the past fiscal year; and (xvi) any Contract with any staffing company, temporary employee agency, professional employer organization or other similar company or agency that is not terminable by such Company on less not more 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 Each Material Contract is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as constitutes the legal, valid and binding obligation of the respective Company and, to the Company’s Knowledge the other parties thereto, and is enforceable in accordance with their respective terms. Each Company and, to the Knowledge of such enforceability may Company, each of the other parties thereto, have performed in all material respects all obligations required to be limited under applicable bankruptcyperformed by them under, insolvency and similar lawsare not in default in any material respect under, rules any of such Material Contracts. Each Company has not received any written claim during the last year from any other party to any such Material Contract that such Company has breached any obligations to be performed by it thereunder in any material respect. There exists no material default, 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 notany event, as a result of including the execution and delivery by the Company of this Agreement or and the Transaction Documentation, Related Documents or the consummation by the Company of the transactions contemplated hereby or and 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 which upon the giving of notice, with lapse notice or the passage of time, or otherwiseboth, would constitute give rise to a breach claim of a material default in the performance by a Company or default by the Company or, to the knowledge of the Company, any other party of their respective obligations under a Material Contract. The Companies have furnished or have caused to be furnished to the Buyer true and complete copies of all Material Contracts. (c) To the Knowledge of each Company, the Companies are not party to any legally binding oral agreement that would otherwise be a Material Contract if 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 was in writing.

Contracts. Except: (i) with respect to contracts or agreements with the Purchaser or the Purchaser's Subsidiaries, or (ii) as set forth on Schedule 3.11 annexed hereto, to the knowledge of ▇▇▇▇▇ and Suozzi, the Company is not a party to or bound by any: (a) Section 2.14 contract or agreement involving amounts payable to the Company during any 12-month period that will aggregate $100,000 or more; (b) management, consultant or employment contract under which there are amounts payable by the Company during any 12-month period that will aggregate $75,000 or more; (c) contract obligating the Company to make severance or similar payments to any employee or officer of the Company Disclosure upon termination of employment or to make payments to any officer or employee of the Company in excess of the officer's or employee's regular salary and reimbursement of ordinary business expenses; (d) contract or agreement with any distributor, dealer or sales representative that is not cancelable without liability to the Company on a maximum of thirty (30) days notice and under which there are amounts payable by the Company during any 12-month period that will aggregate $100,000 or more; (e) contract or agreement of any nature whatsoever between the Company, on the one hand, and any past or present director or officer of the Company or any of its Affiliates, on the other hand; (f) contract or agreement relating to any loan, factoring or credit line; (g) lease of Real Property other than those described on Schedule lists 3.12 annexed hereto; (h) lease of Tangible Property under which the following agreements Company is a lessor or lessee involving payments by or to the Company in excess of $100,000 in any 12-month period; (i) purchase commitments, requirements or similar contracts (or series of related purchase commitments, requirements or similar contracts) involving amounts payable by the Company during any 12-month period that will aggregate $100,000 or more; (j) outstanding guaranty, subordination or other similar type of agreement, whether written or oralnot entered into in the ordinary course of business; (k) material contract concerning non-competition; (l) material contract concerning confidentiality, except in the ordinary course of business; (m) joint venture, partnership, cooperative arrangement or any other contract involving a sharing of profits; (n) material contract with any Governmental Authority (including any conciliation agreement, consent decree or letter of commitment); or (o) proposed arrangement or contract which the Company reasonably believes to be near consummation and of a type that if entered into would be a contract described in subsections (a) through (n) above. Accurate and complete copies of each such documents have been delivered by the Company and/or ▇▇▇▇▇ or ▇▇▇▇▇▇ to the Purchaser or made available to the Purchaser at the Company's offices. To the knowledge of ▇▇▇▇▇ and Suozzi, each material contract 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 is in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months full force and effect and is not cancellable without penalty enforceable by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group in accordance with its terms against all other parties thereto, subject as to enforceability to bankruptcy, insolvency and similar laws affecting creditors' rights generally. To the knowledge 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▇▇▇▇▇ and ▇▇▇▇▇▇, 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 not received any notice of a default under any such contract listed on Schedule 3.11 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 whichSchedule 3.12 annexed hereto and, to the knowledge of the Company▇▇▇▇▇ and Suozzi, establishes a material joint venture no event or legal partnership; (iv) any agreement (condition has happened or group of related agreements) under presently exists 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 constitutes 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 notice or lapse of time, time or otherwiseboth, would constitute a breach or default by the Company or, to the knowledge of the Company, under 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 listed on Schedule 3.11 annexed hereto.

Contracts. (a) Section 2.14 4.10(a) of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the identifies each Company is Contract that constitutes a party Material Contract as of the date Agreement Date. Each of the following Company Contracts shall be deemed to constitute a “Material Contract” for purposes of this Agreement (other than the Transaction Documentation):Agreement: (i) any agreement (Company Contract that requires by its terms or group is reasonably likely to require the payment or delivery of related agreements) for the lease of personal property from cash or other consideration by or to third parties (A) which provides for lease payments an Acquired Company in an amount having an expected value in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months 100,000 during the fiscal year ending December 31, 2021 and is cannot cancellable be canceled by such Acquired Company without penalty by the Company on sixty or further payment without more than ninety (6090) days or less prior written noticedays’ notice (other than payments for services rendered to date); (ii) any agreement Company Contract pursuant to which any of the Acquired Companies have contingent obligations that upon satisfaction of certain conditions precedent will result in the payment by an Acquired Company of more than $100,000 in the aggregate over a twelve (12)-month period, in either milestone payments or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services royalties, upon (A) which calls for performance over a period the achievement of more than one year, is not cancellable without penalty by the Company on sixty (60) days regulatory or less prior written notice and involves more than the sum of $25,000 per annum, commercial milestones or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions receipt of revenue or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain partyincome based on product sales; (iii) any agreement which, Company Contract relating to the knowledge Company’s material products containing terms, addressing or relating to (A) drug development, research services, pilot programs, clinical trials or other testing programs (other than clinical trial agreements entered into in the ordinary course), including any material collaboration, joint development or other similar agreement, (B) the marketing, supply, manufacturing, commercialization, purchase or sale of the Company’s material products (including any sole source supply, establishes co-promotion, sales representative, distribution, wholesaler, reseller or other similar agreement) or (C) the pricing or reimbursement terms for the Company’s material products, in each case, (1) that does not otherwise constitute a material joint venture Material Contract under another subclause of Section 4.10(a) and (2) that requires by its terms or legal partnershipis reasonably likely to require the payment or delivery of cash or other consideration by or to an Acquired Company in an amount having an expected value in excess of $100,000 in the fiscal year December 31, 2021; (iv) any agreement Company Contract (A) prohibiting or limiting the right of any Acquired Company (1) to compete in any line of business, (2) to conduct business with any Person or in any geographical area, or (3) to develop or commercialize compounds with respect to any therapeutic area, class of drugs or mechanism of action or otherwise make use of any material Company IP, (B) obligating any Acquired Company to purchase or otherwise obtain any product or service exclusively from a single party, to purchase a specified minimum amount of goods or services, or sell any product or service exclusively to a single party, (C) under which any Person has been granted the right to manufacture, sell, market or distribute any product of any Acquired Company on an exclusive basis to any Person or group of related agreementsPersons or in any geographical area; or (D) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness containing any “most favored nations” terms and conditions (including capitalized lease obligationswith respect to pricing) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangiblegranted by an Acquired Company; (v) any Company Contract that is a partnership, joint venture, limited liability company agreement that purports or similar Contract relating to limit in the formation, creation, operation, management or control of any material respect joint ventures, partnerships, co-development, co-promotion, collaborations or similar arrangements (other than any such Contract solely between and among the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical locationAcquired Companies); (vi) any employment Company Contract that is a collective bargaining agreement or consulting agreement which provides for payments in excess of $50,000 per annum Contract with any labor union, trade organization or other employee representative body (other than employment or consulting agreements terminable on less than thirty (30) days’ noticeany statutorily mandated agreement in non-U.S. jurisdictions); (vii) any agreement involving any officer, director or stockholder of the Company Employee Agreement or any affiliate Company Contract pursuant to which an Acquired Company is or may become obligated to (as defined A) make any severance, termination, or similar payment to any Company Associate or any spouse or heir of any such Company Associate, (B) make any bonus, change in Rule 12b-2 under control, retention, or similar payment or award to any Company Associate, or (C) grant or accelerate the Exchange Act) thereof (an “Affiliate”) vesting of, or otherwise modify, any Company Stock Award (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements accelerated vesting provided in the forms of which have been made available to ParentCompany Equity Plan); (viii) any agreement or commitment for capital expenditures in excess of $25,000Company Contract with any Affiliate, for a single project director, executive officer (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 as such term is defined in the aggregate for all projectsExchange Act), holder of 5% or more of Shares, or to the Knowledge of the Company, any of their Affiliates (other than an Acquired Company) or immediate family members (other than offer letters that can be terminated at will without severance obligations and Company Contracts pursuant to Company Stock Awards); (ix) any agreement under Company Contract (A) relating to the disposition or acquisition, directly or indirectly (by merger, sale of stock, sale of assets, or otherwise), by any Acquired Company of any material assets or any equity interests in any Person (1) after the date of this Agreement, other than the sale of inventory in the ordinary course of business consistent with past practice, or (2) prior to the date hereof, which the consequences contains any material ongoing liabilities (including sale of a default inventory, indemnification, “earn-out” or termination would reasonably be expected other contingent liabilities) or (B) pursuant to have a which any Acquired Company Material Adverse Effectwill acquire or dispose of any material ownership interest in any other Person other than any Acquired Company; (x) any agreement which contains Company Contract with 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)Governmental Body; (xi) any agreementCompany Contract with any payor, other than as contemplated by this Agreementwholesaler, relating to the future sales of securities of the Company; anddistributor, pharmacy or governmental payor; (xii) any other Company Contract that is a settlement, conciliation, corporate integrity, deferred prosecution, consent decree or similar agreement (with or group of related agreements) approved by any Governmental Body pursuant to which (A) under which an Acquired Company will be required after the Agreement Date to pay any monetary obligations or (B) that contains material obligations or limitations on an Acquired Company’s conduct; (xiii) any Company is obligated Contract relating to make payments or incur costs Indebtedness in excess of $25,000 100,000 (whether incurred, assumed, guaranteed or secured by any asset) of an Acquired Company; (xiv) any Company Contract relating to the voting or registration of any securities; (xv) any Company Contract containing a right of first refusal, right of first negotiation or right of first offer in favor of a party other than the Acquired Companies; (xvi) any year Company Lease; (xvii) any hedging, swap, derivative or similar Company Contract; and (Bxviii) not entered into any other Company Contract that is currently in effect and has been filed (or is required to be filed) by an Acquired Company as an exhibit pursuant to Item 601(b)(10) of Regulation S-K under the Ordinary Course Securities Act or that would be required to be disclosed under Item 404 of Business, in each case which is not otherwise described in clauses (i) through (xi)Regulation S-K under the Securities Act. (b) The As of the Agreement Date, the Company has either delivered or made available to the Parent a or Parent’s Representatives an accurate and complete and accurate copy of each agreement listed Material Contract or has publicly made available such Material Contract in Section 2.14 the Electronic Data Gathering, Analysis and Retrieval (E▇▇▇▇) database of the Company Disclosure ScheduleSEC on an unredacted basis. With respect to each agreement so listed, and except as set forth in Section 2.14 Neither any 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 Acquired Companies 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 is in material breach of or material default under any Material Contract and, neither any of the Acquired Companies, nor, to the Knowledge of the Company, any other party has taken or failed to take any action that with or without notice, lapse of time or both would constitute a material breach of or material default under any Material Contract or permit termination, modification or acceleration, under such contractMaterial Contract. Each Material Contract is, with respect to the Company and, to the Knowledge of the Company, the other party, a valid agreement, binding, and in full force and effect. To the Knowledge of the Company, each Material Contract is enforceable by the applicable Acquired Company in accordance with its terms, subject to (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Since January 1, 2019 through the Agreement Date, no Acquired Company has received any written notice regarding any violation or breach or default under any Material Contract that has not since been cured, except for any breachviolations or breaches that are not, violation individually or default that has not had and would not in the aggregate, reasonably be anticipated expected to have a Material Adverse Effect. No Acquired Company has waived in writing any rights under any Material Contract, the waiver of which would have or be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect.

Contracts. (a) Section 2.14 Schedule 3.16(a) hereto sets forth a true and correct list of all the following Contracts to which, as of the date hereof, the Company Disclosure Schedule lists the following agreements (whether written is a party or oral) to which the Company is a party as of the date of this Agreement bound or subject and under which there are ongoing rights or obligations (other than customary confidentiality obligations with respect to which the Transaction DocumentationCompany is in compliance), true and complete copies of which (including, for clarity, any amendments, exhibits, annexes, appendices or attachments thereto) have been provided or made available to the Buyer prior to the Execution Date (each such Contract disclosed or required to be disclosed pursuant to clauses (i) through (xviii) below, and any such Contract entered into prior to the Closing, a “Material Contract”): (i) any agreement all Material Network Agreements described in clauses (or group of related agreementsa) for and (c) in 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 noticedefinition thereof; (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 non-customer Contract with 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 partyGovernmental Authority; (iii) any agreement whichContract with an employee, to the knowledge director, or officer of the Company, establishes a material joint venture or legal partnership; (iv) (A) any agreement Contract with any Person providing services on a full-time or consulting basis providing for annual base cash compensation in excess of $125,000 or pursuant to which there have been payments in excess of $125,000 to such Person in the last calendar year, or (B) providing for the payment of any cash or group other compensation or benefits upon the consummation of related agreements) under which it has created, incurred, assumed the transactions contemplated hereby 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 that limits the right of the Company to terminate the employment of such Person without notice for any reason and without the payment of its assets, tangible or intangibleseverance; (v) any agreement that purports to limit Contract (or group of related Contracts) requiring payments by any party thereto of more than $800,000 in any material respect twelve (12) month period after the right date hereof or the performance of which involves expenditures by, or revenue to, the Company to engage in any line excess of business, or to compete with any person or operate in any geographical location$2,000,000 after the date hereof; (vi) any employment agreement or consulting agreement which provides for payments Contract that relates to Indebtedness in excess of $50,000 per annum 100,000 or any other Contract that grants a Lien (other than employment a Permitted Lien) upon any material assets of the Company, or consulting agreements terminable on less any loan agreement, note, mortgage, indenture, security agreement, guaranty or pledge (other than thirty (30) days’ noticeintercompany indebtedness that is discharged in full at or prior to the Closing); (vii) any agreement involving any officer, director lease or stockholder of other Contract under which the Company is lessee of or holds, uses or operates any affiliate (as defined in Rule 12b-2 under personal property owned by any other party, for which the Exchange Act) thereof (an “Affiliate”) (other than stock subscriptionannual rent exceeds $50,000, stock option, restricted stock, warrant excluding any such lease having a term of one month or stock purchase agreements the forms of which have been made available to Parent)less; (viii) any agreement Contract relating to the acquisition or commitment for capital expenditures disposition of an equity interest in, or all or substantially all of the assets or business of, any Person or the disposition of assets or securities having a book value, in each case, 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)250,000; (ix) any agreement under which Contract giving rise to amounts that would become payable upon a change of control of the Company or that otherwise include material rights or obligations triggered by the transactions contemplated hereby or by the other Transaction Documents which, if asserted, would result in adverse consequences of a default to the Company, Buyer or termination would reasonably be expected to have a Company Material Adverse Effectits Affiliates; (x) any agreement which contains any provisions requiring Contract with the twenty (20) largest customers of the Company, taken as a whole (determined based on signed annual recurring revenues to the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchaseas of December 31, sale or license of products entered into in the Ordinary Course of Business2016); (xi) any agreement, other than as contemplated by this Agreement, Contract relating to the future sales formation, creation, governance or control of securities of the Company; andany joint venture, partnership or similar Contract; (xii) any Contract containing provisions that (A) restrict or limit the freedom of the Company to compete with any Person or in any line of business or in any area, including any non-competition, non-solicitation, right of first offer, right of first refusal, or most-favored nation pricing restrictions; (B) provide for the Company to be the exclusive or preferred provider or recipient of any product or service obligations, including, for the avoidance of doubt, any Contract obligating the Company to provide its products or services exclusively to a counterparty or other specified Persons; or (C) contain any minimum purchase or sale obligations (including any take-or-pay Contracts); (xiii) any Affiliate Contract; (xiv) any Contract providing for indemnification by the Company of (A) a third party, other than in connection with a commercial agreement in the ordinary course of business and consistent with the Company’s past practice or (B) a manager, officer or group of related agreementsemployee; (xv) (A) any customer Contract that provides a customer an option to purchase Fiber of the Company or (B) any forward sale and purchase agreement; (xvi) any Contract by which the Company is licensed or otherwise permitted to use the intellectual property of others (other than non-exclusive licenses for commercial off-the-shelf computer software that are generally available on nondiscriminatory pricing terms), or by which the Company has licensed or authorized others to use any intellectual property; (xvii) all Contracts (other than customer Contracts) under which the Company is obligated lessor of or permits any third party to make hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments or incur costs in excess do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; and (xviii) any agreement to enter into any Contract of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise type described in clauses (isubsections ‎(i) through (xi‎(xvii) of this ‎Section 3.16(a). (b) The Company has delivered or made available to the Parent a complete Each Material Contract 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: Material Network Agreement (i) the agreement is constitutes a legal, validvalid and binding obligation of the Company, (ii) assuming such Material Contract or Material Network Agreement, as applicable, is binding and enforceable obligation against the other parties thereto, is enforceable against the Company, (iii) to the knowledge of the Company Seller, is enforceable against the other party thereto except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity and (iv) is 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 . Neither the Company nor, to the knowledge of the CompanySeller, any other party, party thereto is in breach material default under any Material Contract and Material Network Agreement, nor has there occurred any event that with notice 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 otherwiseboth, (A) would constitute a breach or material default by the Company or, to the knowledge of the CompanySeller, any other party thereunder, (B) would allow or give rise to the limitation, revocation, modification, or termination of any Material Contract or Material Network Agreement, or (C) would result in the impairment of the rights of the Company under any Material Contract or Material Network Agreement; nor has the Company or the Seller received any notice regarding the matters described in ‎(A) through ‎(C). There is no pending disagreement or dispute with any other party to any Material Contract or Material Network Agreement. From December 31, 2016 to the Execution Date, the Company has not received any notification that any party to a Material Contract or Material Network Agreement intends to cancel, terminate, materially modify, refuse to perform or refuse to renew such Contract. (c) Except as set forth on Schedule 3.16(c) hereto, from and after December 31, 2016 to the Execution Date, none of the Top Customers or Top Vendors (collectively, the “Significant Counterparties”) (i) has ceased its purchases from or sales or provision of services to or from the Company or threatened in writing or to the knowledge of the Seller, threatened orally to cease such purchases or sales or provision of services, (ii) no Significant Counterparty has materially reduced its purchases from or sales or provision of services to or from, or has materially delayed or interrupted purchases from or provision of sales or services to or from, the Company, as applicable, other than in the ordinary course of business consistent with past practice, (iii) no Significant Counterparty has threatened in writing or to the knowledge of the Seller, threatened orally to cease or materially reduce its purchases from or sales or provision of services to or from the Company, and (iv) there have been no material disputes or controversies with any Significant Counterparty. (d) The Company is not in violation or breach of the terms of any Government Contract. All representations, certifications and disclosures made by the Company with respect to any Government Contract were accurate and complete in all material respects as of their effective date. No reasonable basis exists to give rise to a claim for fraud in connection with any Government Contract including under the United States civil or criminal False Claims Act of 1863 (the “False Claims Act”). The Company has complied in all material respects with the terms and conditions of each Government Contract and related applicable Laws including all provisions and laws regarding small business subcontracting and utilization, subcontracting plans, affirmative action, protection and security of personal data or data of a Governmental Authority, kickbacks, illegal gratuities, pricing and other provisions. The Company has not received a cure notice, show cause notice, civil investigative demand or had a Government Contract terminated for default or convenience, have not been threatened with termination for default, or notified of a breach of contract. None of the Company, except its respective officers or employees or, to the knowledge of the Seller, their respective agents or Representatives, is or has been suspended or debarred, or to the knowledge of the Seller, proposed for suspension or debarment, from doing business with any Governmental Authority, and to the knowledge of the Seller, there are no circumstances that would reasonably be expected to become a basis for any breach, violation or default that has of the foregoing. The Company does not had have access to any classified information in connection with any Government Contract and would is not reasonably be anticipated required to have any personnel or facility security clearance. (e) Since December 31, 2016 to the Execution Date, neither the Company nor the Seller has received any written or oral indication of an intention to terminate (including a termination for convenience or for cause) or, in the case of a Material Contract related to an ongoing relationship in the ordinary course of business with the other party thereto, fail to renew or extend on substantially similar terms, any Material Contract (including, for the avoidance of doubt, any purchase, sale or service order under any Material Contract) from any of the parties to any Material Contract. Since December 31, 2016 to the Execution Date, with respect to any Material Contract that, by its terms, would automatically renew or extend absent notice or other action by a party thereto, no such party has given any such notice or taken any such action. There is no Action pending against or threatened against the Company or Seller, any present or former officer, director or employee of any of the Companies or Seller, or any Person for whom any the Company may be liable with respect to a Material Adverse EffectContract that is by or before (or that would be by or before) any Governmental Authority or arbitrator.

Contracts. (a) Each of the following is referred to herein as a “Company Material Contract”, whether or not set forth in Section 2.14 3.13(a) of the Company Disclosure Schedule lists Letter, in effect on the following agreements date of this Agreement, or disclosed in the Company SEC Documents: any contract, arrangement, commitment or understanding (whether written or oral) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound (excluding any Oil and Gas Lease), or under which the Company or any of its Subsidiaries has any responsibility or obligation: (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement (other than the Transaction Documentation): (i) Agreement, including any agreement (or group of related agreements) for the lease of personal property from or exhibits 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 noticeSEC Documents; (ii) which is a natural gas transportation, gathering, treating, processing or other contract, a natural gas liquids fractionation, transportation, purchase, sales or storage contract, a natural gas purchase contract, a salt water disposal agreement or similar contract, that has a remaining term of greater than 12 months and does not allow the Company or such Subsidiary to terminate it without penalty to the Company or such Subsidiary within 60 days and that during the 12 months ended June 30, 2020 involved, or is reasonably expected in the future to involve, annual revenues received by or payments made by the Company and its Subsidiaries in excess of $500,000; (iii) which contains a “take-or-pay” clause or any agreement similar obligation; (or group of related agreementsiv) for which involves the purchase pending acquisition or sale of products (or option to purchase or sell) any material amount of the assets or properties of the Company or its Subsidiaries (including Oil and Gas Properties), taken as a whole, other than contracts involving the acquisition or sale of (or option to purchase or sell) Hydrocarbons in the ordinary course of business; (v) which contains any “earn out” or other contingent payment obligations with respect to a prior or pending acquisition or sale of any business, assets or properties, or remaining indemnity or similar obligations under any acquisition or sale agreement, that could reasonably be expected to result in future payments by or to the Company or any of its Subsidiaries in excess of $1.0 million; (vi) which is an agreement to acquire all or a substantial portion of the Capital Stock, business, property or assets of any other Person for an amount of cash (or value of non-cash consideration), in excess of $1.0 million; (vii) which is an agreement that provides for the furnishing acquisition, disposition, license, use, distribution or receipt outsourcing of services assets, services, rights or properties (other than Oil and Gas Properties) with a value or requiring annual fees in excess of $1.0 million; (viii) which is a material partnership, joint venture or limited liability company agreement, other than customary joint operating agreements, unit agreements or participation agreements affecting the Oil and Gas Properties of the Company or any of its Subsidiaries; (ix) which is a joint development agreement, exploration agreement, participation, farmout, farmin or program agreement or similar contract requiring the Company or any of its Subsidiaries to make expenditures from and after January 1, 2020 that would reasonably be expected to be in excess of $1.0 million in the aggregate, other than customary joint operating agreements and continuous development obligations under Oil and Gas Leases; (x) which is a mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument governing the terms of indebtedness owed by or guaranteed by the Company or any of its Subsidiaries in an amount in excess of $2.0 million; (xi) which (A) which calls for performance over contains a non-compete or similar type of provision that, following the Closing, by virtue of the Merger or of the Buyer becoming affiliated with the Company’s Subsidiaries as a result of the Merger, would by its terms materially restrict the ability of the Buyer or any of its Subsidiaries to compete in any line of business or with any Person or in any geographic area during any period of more than one yeartime after the Effective Time, 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 imposes any material restriction on the right or ability of the Company has granted manufacturing rights, or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of another person or (C) contains an exclusivity or “most favored nation” pricing provisions clause that restricts the business of the Company or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from of its Subsidiaries in a certain partymaterial manner; (xii) which is a material partnership, joint venture or strategic alliance agreement or other similar contract or agreement involving a sharing of profits and expenses other than any customary joint operating agreements, unit agreements or participation agreements affecting the Oil and Gas Properties of the Company; (xiii) which expressly limits or restricts the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Capital Stock, partnership interests, membership interests or other equity interests, as the case may be; (xiv) which is between the Company or any of its Subsidiaries, on the one hand, and any of their respective officers, directors or principals (or any such Person’s affiliates) or any Person that holds or owns five percent (5%) or more of the shares of the Company’s capital stock (or any affiliates of any such Person) on the other hand; or (xv) which is a charge, order, writ, injunction, judgment, decree, ruling, determination, directive, award, settlement, settlement agreement, consent agreement or similar agreement with any Governmental Entity involving future performance by the Company or any of its Subsidiaries which is material to the Company and its Subsidiaries, taken as a whole. The Company has previously made available to the Buyer true, complete and correct copies of each Company Material Contract, including any amendments thereto, in effect on the date of this Agreement. (i) Each Company Material Contract is valid and binding and in full force and effect, (ii) the Company and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Company Material Contract in all material respects, (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a material default on the part of the Company or any agreement whichof its Subsidiaries under any such Company Material Contract, (iv) to the knowledge of the Company, establishes a no other party to such Company Material Contract is in 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 default in any material respect the right of the Company to engage in any line of businessthereunder, 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, except in each case which is not otherwise described where such failure or default, individually or 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 listedaggregate, 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 be reasonably be anticipated likely to have a Material Adverse Effect on the Company and (v) neither the Company nor any of its Subsidiaries has received any notice of any material violation or breach of, material default under or intention to cancel, terminate, modify or not renew, any Company Material Adverse EffectContract.

Contracts. (a) Except as set forth in Section 2.14 3.12(a) of the Company Disclosure Schedule lists Letter, neither the following agreements Company, nor any Subsidiary, nor any Affiliated PC is a party to, nor is any of their respective properties or assets bound or affected by, any agreements, contracts, commitments, licenses (or sublicenses) or other instruments or obligations, whether written or oral) to which the Company is a party as of the date of this Agreement (other than the Transaction Documentation):, that: (i) are or would be 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 or disclosed by the Company on a Current Report on Form 8-K; (ii) with respect to a joint venture, partnership, limited liability or other similar agreement or arrangement, relate to the formation, creation, operation, management or control of any agreement partnership or joint venture that is material to the business of the Company and the Subsidiaries and Affiliated PCs, taken as a whole; (iii) relate to indebtedness for borrowed money or any capitalized lease and having an outstanding principal amount, individually or in the aggregate, in excess of $200,000; (iv) were entered into after December 31, 2007 or not yet consummated, and involve the acquisition from another person or disposition to another Person, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another Person for aggregate consideration under such Contract (or group series of related agreementsContracts), individually or in the aggregate, in excess of $250,000 (other than acquisitions or dispositions of inventory in the ordinary course of business); (v) for relate to an acquisition, divestiture, merger or similar transaction that contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations), that are still in effect and, individually or in the lease of personal property from or aggregate, could reasonably be expected to third parties (A) which provides for lease result in 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 location250,000; (vi) other than an acquisition subject to clause (v) above, obligate the Company to make any employment agreement capital commitment or consulting agreement which provides for payments capital expenditure, other than acquisitions of inventory (including pursuant to any joint venture), individually or in the aggregate, in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)250,000; (vii) any agreement involving any officerare guaranties, director indemnities, surety bonds, commitments, and other similar primary, direct or stockholder of contingent financial obligations whereby the Company or any affiliate its Subsidiaries or Affiliated PCs may be liable or obligated for a debt or obligation of another (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 including without limitation all guaranties with respect to ParentCompany Leases); (viii) relates to the acquisition, transfer, development, licensing or sharing of any Intellectual Property or any other agreement affecting the ability of the Company or commitment any of its Subsidiaries or Affiliated PCs to use or disclose any Intellectual Property, other than license agreements for capital expenditures in excess of off the shelf software that is generally commercially available and less than $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)50,000; (ix) provide for aggregate commitments by the Company and/or its Subsidiaries or Affiliated PCs of more than $500,000 over the remaining term of such contract; (x) would prohibit or materially delay the consummation of the Merger; (xi) are otherwise material to the Company and its Subsidiaries and Affiliated PCs, taken as a whole; (xii) are agreements with any agreement under employee of any of the Company, a Subsidiary or an Affiliated PC creating severance, stock, stock option deferred compensation, severance or any similar obligations for the Company, a Subsidiary or an Affiliated PC, or requiring payment of total annual compensation in excess of $100,000; (xiii) are collective bargaining agreements; (xiv) are settlements, conciliation or similar agreements with any Governmental Authority or pursuant to which, after the execution date of this Agreement, the Company or any of its Subsidiaries or Affiliated PCs will be required to pay consideration in excess of $100,000; (xv) relate to an Affiliate Transaction; (xvi) are: (A) by and between or among the Company or any of its Subsidiaries on the one hand and any of the Affiliated PCs on the other; or (B) by and between or among the Company, any of its Subsidiaries, or any of the Affiliated PCs on the one hand, and any third party provider of all or any portion of the technical or professional component of healthcare services; (xvii) are by and between or among the Company, any of its Subsidiaries, any of the Affiliated PCs, and any Qualified Shareholder; or (xviii) are by and between or among the Company, any of its Subsidiaries, any of the Affiliated PCs, and any third party employer, pursuant to which Company, any of its Subsidiaries, and/or any Affiliated PC: (A) arranges for or provides for the consequences adequate staffing of physicians and other professional personnel at such third party employer’s-sponsored healthcare clinics; (B) agrees to assist such third party employer in the administration, management and/or operation of employee health programs; and/or (C) agrees to assist such third party employer in the administration, management and/or operation of any third party employer-sponsored pharmacy. (b) Each Contract disclosed or required to be disclosed in Section 3.12(a) of the Company Disclosure Letter is referred to herein as a default “Company Material Contract.” The Company has made available to the Buyer a true, complete and correct copy of each Company Material Contract, including any amendments, supplements or termination modifications thereto. (c) Except as set forth in Section 3.12(c) of the Company Disclosure Letter, each Company Material Contract is valid and binding on the Company and any of its Subsidiaries and any Affiliated PCs to the extent such Subsidiary or Affiliated PC is a party thereto, as applicable, and to the Knowledge of 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, 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 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 Neither the Company, except as such enforceability may be limited under applicable bankruptcynor any of its Subsidiaries, insolvency and similar lawsnor any Affiliated PC, 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’s Knowledge, any other party to any Company Material Contract is in violation of or in default under (nor does there exist any condition which, upon the passage of time or the giving of notice or both, would cause such contracta violation of or default under) or has failed to perform under any Company Material Contract, except for any breachviolations, violation defaults and failures to perform that, individually or default that has not had and in the aggregate, would not reasonably be anticipated expected to have a Company Material Adverse Effect. Each Company Material Contract fairly and accurately describes in all material respects all of the duties, obligations and responsibilities of the Company, each of its Subsidiaries and the Affiliated PCs with respect thereto. (d) Except for employment-related Contracts filed or incorporated by reference as an exhibit to a Company SEC Document filed prior to the date hereof or Company Employee Plans, Section 3.12(c) of the Company Disclosure Letter sets forth a correct and complete list of the Contracts that are in existence as of the date of this Agreement under which the Company has any existing or future material liabilities between the Company or any of its Subsidiaries, on the one hand, and, on the other hand, any (i) present officer or director of either the Company or any of its Subsidiaries or any person that has served as such an officer or director or any of such officer’s or director’s immediate family members (excluding any person that served as a director or officer of any Subsidiary prior to its acquisition by the Company, and such person’s immediate family members, provided that such Person did not continue to serve as a director or officer after the date of such acquisition), (ii) record or beneficial owner of more than 5% of the Shares as of the date hereof, or (iii) to the Knowledge of the Company, any Affiliate of any such officer, director or owner (other than the Company or any of its Subsidiaries) (each, an “Affiliate Transaction”). The Company has provided to Buyer true, correct and complete copies of each Contract or other relevant documentation (including any amendments or modifications thereto) providing for each Affiliate Transaction.

Contracts. (a) Section 2.14 Schedule 4.14(a) is an accurate and complete list of all the Contracts (other than any Contract relating to any Benefit Plan) of the Company Disclosure Schedule lists the following agreements (whether written or oral) types to which the Company Seller or Marconi IP is a party as party, or by which either is bound, that relate primarily to, or are material to the operation or conduct of, the Access Business or to which any of the date of this Agreement (other than the Transaction Documentation):Assets is subject: (i) each Contract which requires, on an annual basis, a payment by any agreement party in excess of, or a series of payments which in the aggregate exceed, $100,000 (as pertaining to the Access Business) or group of related agreements) provides for the lease delivery of personal property from goods or to third parties (A) which provides for lease payments performance of services, or any combination thereof, having a value in excess of $25,000 per annum or 100,000 (B) which has a remaining term longer than 12 months and is not cancellable without penalty by as pertaining to the Company on sixty (60) days or less prior written noticeAccess Business); (ii) any agreement (each Contract with a sales representative, manufacturer's representative, distributor, dealer, broker, sales agency, advertising agency or group of related agreements) for the purchase other Person engaged in sales, distribution 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 annumpromotional activities, or (B) any Contract to act in which one of the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to foregoing specified capacities on behalf of any products or territory or has agreed to purchase goods or services exclusively from a certain partyPerson; (iii) each Contract pursuant to which the Seller or Marconi IP has made or will make loans or advances, or has incurred, or is obligated to incur, indebtedness for borrowed money or has become a guarantor or surety or pledged its credit for or otherwise become responsible with respect to any agreement which, to undertaking of another Person ("Guarantees") (except for the knowledge negotiation or collection of negotiable instruments in transactions in the Company, establishes ordinary course of business) or any Contract granting a material joint venture or legal partnershipLien upon any Assets other than Permitted Liens; (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 each Contract with suppliers (including capitalized lease obligationspurchase orders) involving which has a commitment of more than $25,000 or under which it has imposed (or may impose) a Security Interest 100,000 on any of its assets, tangible or intangiblean annual basis; (v) any agreement that purports each covenant not to limit in any material respect the right compete or other covenant of the Company to engage in Seller or any line of businessits Affiliates restricting the development, manufacture, marketing or to compete with any person or operate in any geographical locationdistribution of the products and services of the Access Business; (vi) each material Contract with any employment agreement or consulting agreement which provides for payments in excess Affiliate of $50,000 per annum the Seller (other than employment or consulting agreements terminable on less than thirty (30) days’ noticethe "Affiliate Contracts"); (vii) any agreement involving each Contract with any officer, director or stockholder employee of the Company Seller or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) of its Affiliates (other than stock subscription, stock option, restricted stock, warrant or stock purchase employment agreements the forms of which have been made available to Parentand "at will" arrangements); (viii) each lease, sublease or similar Contract with any agreement Person under which the Seller is a lessor or commitment sublessor of, or makes available for capital expenditures in excess use to any Person, (A) any Assets or (B) any portion 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)Bedford Facility; (ix) each license, sublicense, option or other Contract relating, in whole or in part, to any agreement Transferred Intellectual Property (including any license or other Contract under which the consequences Seller or any of a default or termination would reasonably be expected its Affiliates granted the right to have a Company Material Adverse Effectuse any Transferred Intellectual Property); (x) each confidentiality agreement (other than (A) any confidentiality 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 business with a Person who (together with such Person's Affiliates) does not compete in any manner with the Access Business and (B) any confidentiality agreement entered into in connection with the sale of the Access Business); (xi) each Contract with a customer (including sales order) that involves an obligation of the Seller to deliver products and services for payment of or having a fair market value of more than $100,000; (xii) each Contract (A) for the sale of any agreement, Asset (other than as contemplated by this Agreementinventory sales in the ordinary course of business), relating (B) for the grant of any preferential rights to purchase any Asset (other than inventory in the future sales ordinary course of securities business) or (C) for the grant of the Companyany exclusive right to use any Asset; (xiii) each Contract with any Governmental Authority; (xiv) each Group Contract; (xv) each Contract for any joint venture, partnership or similar arrangement; and (xiixvi) any each written Contract other agreement (or group of related agreements) (A) under than as set forth above to which the Company Parent, the Seller or Marconi IP is obligated a party or by which it or any of its assets or business is bound or subject that is material to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Access Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company Except as set forth in Schedule 4.14(b), neither the Seller nor Marconi IP nor any Affiliate of the Seller or Marconi IP (as applicable) has since January 1, 2001 (with or without the lapse of time or the giving of notice, or both) materially breached the provisions of, or is in material default under, the terms of (i) any Contract listed on Schedule 4.14(a) that is a Purchased Contract or is material to the operation of the Access Business or (ii) any Material Personal Property Lease (collectively, the "Material Contracts"), and, to the Seller's knowledge, no other party to any Material Contract is in material breach of the provisions of, or is in material default under the terms of, any Material Contract. Except as set forth in Schedule 4.14(b), all Material Contracts are valid, binding and in full force and effect and are enforceable against the Seller or Marconi IP (as applicable) and, to Seller's knowledge, the other party thereto, in accordance with their terms, subject to the Enforceability Limitations. Neither the Seller nor Marconi IP nor any of their respective Affiliates has received any written notice of the intention of any party to terminate any Material Contract. Complete and correct copies of all Material Contracts have been delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of Purchaser by the Company Disclosure Schedule. With respect to each agreement so listedSeller, and except as set forth in Section 2.14 Schedule 4.10(b) or Schedule 4.14(a) (it being understood and agreed that certain pricing and product information related to the Other Businesses contained in the Material Contracts has not been made available or delivered to the Purchaser). (c) Schedule 4.14(c) sets forth each Material Contract with respect to which the Consent 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 other party or parties thereto must 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 obtained by virtue 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 under the Related Agreements to be a legal, valid, binding and enforceable obligation avoid the invalidity of the Companytransfer of such Material Contract, except as such enforceability may be limited under applicable bankruptcythe termination thereof, 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 thereunder or any other change or modification to have a Company Material Adverse Effectthe terms thereof.

Contracts. (a) Section 2.14 of the The Company Disclosure Schedule lists the following agreements has made available to Parent true, correct and complete copies of, all contracts, agreements, commitments, arrangements, leases (whether written or oralincluding with respect to personal property) and other instruments to which the Company or any of its Subsidiaries is a party as of the date hereof or by which the Company, any of this Agreement (other than its Subsidiaries or any of their respective properties or assets is bound as of the Transaction Documentation):date hereof which: (i) any agreement (would be 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 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 disclosed by the Company on sixty (60) days or less prior written noticea Current Report on Form 8-K; (ii) contains covenants that limit the ability of the Company or any agreement of its Subsidiaries (or group which, following the consummation of related agreementsthe Merger, could materially restrict the ability of the Surviving Corporation) for the purchase or sale to compete in any material line of products or for the furnishing or receipt business 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) or any of its Subsidiaries, except for any such contract that may be canceled without any penalty or other liability to the Company or any of its Subsidiaries upon notice of 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 partyless; (iii) any with respect to a joint venture, partnership, limited liability or other similar agreement which, or arrangement relating to the knowledge formation, creation, operation, management or control of any partnership or joint venture that is material to the business of the CompanyCompany and the Subsidiaries, establishes taken as a material joint venture or legal partnershipwhole; (iv) involve any agreement (exchange-traded or group over-the-counter swap, forward, future, option, cap, floor or collar financial contract, or any other interest-rate or foreign currency protection contract, other than any such contracts entered into in the ordinary course 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 intangiblebusiness; (v) any agreement that purports relate to limit (A) indebtedness for borrowed money and having an outstanding principal amount in any material respect excess of $50,000,000 or (B) conditional sale arrangements, the right sale, securitization or servicing of loans or loan portfolios, in each case in connection with which the aggregate actual or contingent obligations of the Company to engage in any line of business, or to compete with any person or operate in any geographical locationand its Subsidiaries under such contract are greater than $50,000,000; (vi) any employment agreement was entered into after December 31, 2005, involving the acquisition or consulting agreement which provides disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another person for payments aggregate consideration under such contract in excess of $50,000 per annum 50,000,000 (other than employment acquisitions or consulting agreements terminable on less than thirty (30) days’ noticedispositions of assets in the ordinary course of business, including acquisitions and dispositions of inventory); (vii) any agreement involving any officer, director or stockholder of by its terms calls for aggregate payments by the Company and its Subsidiaries or any affiliate (as defined in Rule 12b-2 aggregate payments to the Company and its Subsidiaries under such contract of more than $25,000,000 over the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms remaining term of which have been made available to Parent)such contract; (viii) with respect to any agreement acquisition by the Company or commitment for capital expenditures its Subsidiaries pursuant to which the Company or any of its Subsidiaries has continuing indemnification, “earn-out” or other contingent payment obligations, in each case, that could result in payments 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)25,000,000; (ix) involve any agreement under which directors, executive officers or 5% stockholders of the consequences of a default Company that cannot be canceled by the Company within 30 days’ notice without liability, penalty or termination would reasonably be expected to have a Company Material Adverse Effectpremium; (x) involve any agreement which contains labor union or other employee organization, including any provisions requiring the Company works council or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale foreign trade union or license of products entered into in the Ordinary Course of Business)trade association; (xi) obligate the Company or any agreementof its Subsidiaries to provide indemnification or a guarantee, other than as contemplated by this Agreement, relating to obligations incurred in the future sales ordinary course of securities business or involve amounts in excess of the Company$25,000,000; andor (xii) any other agreement (or group is an IP License. Each contract 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 type described in clauses (i) through (xi)xii) is referred to herein as a “Material Contract”. (b) The Except as would not have a Material Adverse Effect, (i) each Material Contract is valid and binding on the Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 any Subsidiary 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 which is a legalparty thereto and, valid, binding and enforceable obligation of to 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 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 terms thereof as in effect immediately prior to the Closing; and (iiiii) neither the Company norand its Subsidiaries have performed and complied with all obligations required to be performed or complied with by them under each Material Contract. There is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge Knowledge of the Company, by any other party, is in breach or violation of, or default under, any such agreement, and no event has occurredoccurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries, is pending or, 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 breach or default by the Company or, to the knowledge of the Company, any other party under such contractparty, except for any breach, violation or default that has not had and which would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (ai) Section 2.14 Except as expressly contemplated by this Agreement, or as set forth in the Schedule of Exceptions, the Company and each of its Subsidiaries is not, and as of each of the Closings the Company and each of its Subsidiaries will not be, a party to, or bound by, and none of their respective assets is or will be subject to, any written or oral agreement, contract, commitment, order, license, lease or other instrument and arrangement of the types described below (the "Contracts"): (A) any pension, profit sharing, stock option, employee stock purchase or other plan providing for deferred, incentive or other compensation to employees, any other employee benefit plan, or any contract with any labor union; (B) any contract for the employment or personal services of any officer, individual employee or other person or entity on a full-time, part-time, consulting, advisory or other basis providing annual compensation in excess of $125,000 or which, in any way, restricts or limits the right of the Company Disclosure Schedule lists or any Subsidiary to terminate such contract at will; (C) any loan agreement, indenture, letter of credit, security agreement, mortgage, pledge agreement, deed of trust, bond, note, or other agreement relating to the following agreements borrowing of money in excess of $125,000 or to the mortgaging, pledging, transferring of a security interest, or otherwise placing an Encumbrance on any material asset or material group of assets (whether written tangible or oralintangible) to which of the Company is a party as or any Subsidiary; (D) any guarantee of the date payment or performance of this Agreement (any Person in excess of $125,000; any agreement to indemnify any Person or act as a surety for an amount in excess of $125,000; any other than agreement to be contingently or secondarily liable for the Transaction Documentation):obligations of any Person; or any "keep well" or similar credit support arrangements; (iE) any lease or agreement (under which it is the lessee of or group of related agreements) for the lease of personal property from holds or to third parties (A) which provides for lease operates any property, real or personal, owned by any other party requiring annual payments in excess of $25,000 per annum 125,000; (F) any contract or agreement or group of related agreements with the same party or any group of affiliated parties which requires or may in the future require an aggregate payment by or to the Company or any Subsidiary in excess of $125,000; (BG) which has any contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (H) any material licenses, licensing arrangements and other similar contracts providing in whole or in part for the use by a remaining term longer than 12 months and is not cancellable without penalty third party of, or limiting the use by the Company or any Subsidiary of, any Intellectual Property; (I) any brokerage or finder's agreements relating to this Transaction; (J) any joint venture, partnership and similar contracts involving a sharing of profits or expenses (including joint development and joint marketing contracts); (K) any asset purchase agreements, stock purchase agreements and other acquisition or divestiture agreements, including any agreements relating to the sale, lease or disposal of any assets of the Company or any of its Subsidiaries for consideration in excess of $50,000 or involving continuing indemnity or other obligations; (L) any material sales agency, marketing or distributorship agreements; (M) any contracts which contain "take or pay" provisions; (N) [Intentionally omitted]; (O) any contracts, agreements or arrangements regarding pre-emptive rights, rights of first refusal, put or call rights or obligations, anti-dilution rights or other restrictions on sixty or with respect to the issuance, sale or redemption of the capital stock of the Company or any of its Subsidiaries; (60P) days any contracts, agreements or less prior written notice;arrangements regarding the rights, obligations, restrictions on or with respect to the voting of any of the capital stock of the Company or any of its Subsidiaries or the registration of such stock for offering to the public pursuant to the Securities Act; and/or (Q) any other contract, agreement or commitment not the subject matter of clauses (A) through (P) above which is or could be reasonably expected to be material to the Company, any Subsidiary or the Business. (ii) The Company and each of its Subsidiaries has performed all obligations required to be performed by it to date and is not in material default under, or in material breach of, or in receipt of any claim of material default under or material breach of, any agreement (to which it is a party or group to which any 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, its assets 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 subject; the Company has granted manufacturing rightsno present expectation or intention of not fully performing, “most favored nation” pricing provisions or exclusive marketing of permitting any of its Subsidiaries not to perform fully, all such obligations; and the Company does not have any knowledge of any material breach or distribution rights relating anticipated material breach by the other parties to any products contract or territory commitment to which it or has agreed any of its Subsidiaries is a party or to purchase goods which any of its or services exclusively from a certain party;their assets is subject. (iii) any agreement which, to 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 none 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 officers of the Company or any affiliate (Subsidiary is a party to any oral or written contract which prohibits, restricts or limits his or her performance of his or her duties or the fulfillment of his or her obligations 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 employee and an officer 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)Subsidiary. (biv) 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 Each Contract is a legal, valid, binding and enforceable obligation of the Company or a Subsidiary, and in full force and effectto the knowledge of the Company, except as such enforceability may be limited under the other parties thereto, subject to applicable bankruptcy, insolvency and insolvency, or other similar laws, rules or regulations laws affecting the enforceability of creditors’ ' rights and remedies generally and to general principles court decisions with respect thereto, and the discretion of equity whether applied courts in a court granting equitable remedies. Except as set forth in the Schedule of law or a court Exceptions, no Consent of equity; (ii) the agreement will not, any Person is required under any Contract as a result of or in connection with the execution and delivery by the Company or any of this Agreement its Subsidiaries or the Transaction Documentation, performance by the Company or any of its Subsidiaries of its obligations hereunder or under any of the Other Agreements or the consummation by the Company or any of its Subsidiaries 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 3.11 (a) of the Company Disclosure Schedule lists the following agreements (whether written identifies each material license agreement, development agreement, manufacturing agreement, distribution agreement, OEM agreement or oral) other agreement to which the Company is a party party. (b) Except as set forth on Section 3.11(b) of the date of this Agreement (other than the Transaction Documentation):Company Disclosure Schedule: (i) any agreement (The Company has no agreements, contracts or group of related agreements) commitments that call for the lease of personal property from prospective fixed and/or contingent payments or expenditures 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 noticeof more than $50,000 other than those entered into in the ordinary course of its business concerning the sale of Company Products; (ii) any agreement (The Company has no purchase agreement, contract or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which commitment that calls for performance over a period of more than one year, is not cancellable without penalty fixed and/or contingent payments by the Company on sixty (60) days or less prior written notice that are in excess of the normal, ordinary and involves more than usual requirements 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 partyCompany's business; (iii) There is no outstanding sales contract, commitment or proposal (including, without limitation, development projects) of the Company that is reasonably likely to result, either individually or in the aggregate, in any agreement which, Material Adverse Change to the knowledge of the Company, establishes a material joint venture Company upon completion or legal partnershipperformance thereof; (iv) The Company has no outstanding agreements, contracts or commitments with officers, employees, agents, consultants, advisors, salesmen, sales representatives, distributors or dealers that are not cancelable by it on notice of not longer than thirty days and without liability, penalty or premium exceeding $50,000 in any agreement (single instance 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 intangible75,000 in the aggregate; (v) The Company has not entered into any agreement employment, independent contractor or similar agreement, contract or commitment that purports to limit in is not terminable on not more than thirty days' notice without penalty or liability of any material respect the right of the Company to engage in any line of businesstype, including without limitation severance or to compete with any person or operate in any geographical locationtermination pay; (vi) any employment agreement The Company has no collective bargaining or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment union agreements, contracts or consulting agreements terminable on less than thirty (30) days’ notice)commitments; (vii) The Company is not restricted by agreement from competing with any agreement involving person, from carrying on its business anywhere in the world or otherwise operating its business in 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)manner it deems appropriate; (viii) The Company has not guaranteed any agreement obligations of other Persons or commitment for capital expenditures in excess made any agreements to acquire or guarantee any obligations 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 Persons; and (ix) The Company has no outstanding loan or advance to any agreement under which Person; nor is it party to any line of credit, standby financing, revolving credit or other similar financing arrangement of any sort that would permit 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 borrowing by the Company or to indemnify of any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into sum not reflected 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)Financial Statements. (bc) The Company has delivered or made available to the Parent a Purchasers or their legal counsel accurate and complete and accurate copy copies of each agreement listed all written contracts identified in Section 2.14 3.11 (a) and (b) of the Company Disclosure Schedule, including all amendments thereto. With respect to each agreement so listed, Sections 3.1l (a) and except as set forth in Section 2.14 (b) of the Company Disclosure Schedule: (i) Schedule contain a complete list of all the agreement material contracts to which the Company is a legal, valid, binding party. The Company has not entered into any material oral contracts. Each contract identified in Sections 3.11 (a) and enforceable obligation (b) of the Company Disclosure Schedule (a "COMPANY MATERIAL CONTRACT") is valid and in full force and effect, except as such enforceability may be limited under applicable bankruptcyis enforceable by the Company in accordance with its terms, subject to (i) laws of general application relating to insolvency and similar laws, rules or regulations affecting creditors’ rights the relief of debtors and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and will continue to be so immediately following the Closing Date. No such contract, agreement will notor instrument contains any liquidated damages, as a result of penalty or similar provision. To the execution and delivery by the Company's knowledge, no party to any such contract, agreement or instrument intends to cancel, withdraw, modify or amend such contract, agreement or instrument. (i) The Company of this Agreement has not violated or the Transaction Documentationbreached, 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, committed any other party, is in breach or violation of, or default under, any such agreementCompany Material Contract in any material respect, and and, to the Company's knowledge, no other Person has violated or breached, or committed any default under, any Company Material Contract in any material respect; and (ii) to the Company's knowledge, no event has occurred, is pending orand no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, (A) result in a material violation or breach of any of the provisions of any Company Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any Company Material Contract, (C) give any Person the knowledge right to accelerate the maturity or performance of any Company Material Contract or (D) give any Person the right to cancel, terminate or modify any Company Material Contract. (e) None of the Company's Material Contracts contains any provision which would require the consent of third parties to the sale and issuance of the Purchased Securities or the subsequent sale of any of the Preferred Shares, is threatenedConversion Shares and Warrant Shares, which, after the giving of notice, with lapse of timeabove, or otherwise, would constitute a breach or default by the Company or, to the knowledge any of the Company, other transactions as contemplated hereunder or under any other party under of the Related Agreements or which would be altered as a result of 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 Effecttransaction.

Contracts. (a) Section 2.14 Schedule 4.12(a) sets forth a list, as of the Company Disclosure Schedule lists date hereof, of all of the following contracts and agreements (whether written or oral) to which the Company is a party as party, or by which any of its properties or assets are bound or subject (the date of this Agreement (other than the Transaction DocumentationMaterial Contracts): (i) any purchase order, agreement or other commitment obligating the Company to purchase or sell any products or services which (or group of related agreementsx) 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 terminable by the Company on without payment or penalty upon sixty (60) days days' (or less prior written noticeless) notice and (y) provides for annual payments by the Company aggregating Two Hundred Fifty Thousand Dollars ($250,000) or more; (ii) any loan agreement, promissory note, indenture or letter of credit that will continue to be in effect after Closing, any contract or agreement (or group of related agreements) for the deferred purchase or sale price of products or for the furnishing or receipt of services property (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 annumexcluding normal trade payables), or any instrument guaranteeing any indebtedness that will remain in effect after the Closing where the amount involved exceeds Two Hundred Fifty Thousand Dollars (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$250,000); (iii) any contract or agreement whichthat will remain in effect after the Closing by which the Company is guaranteeing any obligations of any person (other than Stella Holdings or one of the other Stella Companies), to the knowledge or any person is guaranteeing any obligations of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (joint venture, partnership or group other arrangement involving a sharing 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 intangibleprofits; (v) any contract, agreement that purports to limit in any material respect the right of or license under which the Company to engage in any line of business, leases personal property (other than Intellectual Property) which (x) is not terminable by the Company without payment or to compete with any person penalty upon sixty (60) days' (or operate in any geographical locationless) notice by the Company and (y) provides for annual payments by the Company aggregating more than Two Hundred Fifty Thousand Dollars ($250,000); (vi) any employment agreement sales agency, brokerage or consulting distribution agreement which provides for payments in excess of $50,000 per annum is not terminable by the Company without payment or penalty upon sixty (other than employment or consulting agreements terminable on less than thirty (3060) days’ ' (or less) notice); (vii) any agreement involving any officer, director which includes provisions regarding minimum volumes or stockholder of volume discounts which are not accrued for on 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)Interim Balance Sheet; (viii) any agreement pursuant to which a rebate, discount, bonus, commission or commitment other payment with respect to the sale of any product of the Company will be payable or required after the Closing which is not accrued for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that on the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects);Interim Balance Sheet; and (ix) any consulting agreement under or arrangement 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 provides for annual payments by the Company aggregating Two Hundred Fifty Thousand Dollars ($250,000) 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)more. (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 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 noron Schedule 4.12(b), to the knowledge of the CompanySeller: (i) all Material Contracts are in full force and effect; (ii) the Company is not, any other partyand none of the counterparties thereto is, is in breach or violation of, or default under, of any such agreement, material provision of any Material Contract; and (iii) no event has occurred, is pending or, to the knowledge of the Company, is threatened, occurred which, after the giving of notice, with lapse notice or passage of time, time or otherwiseboth, would constitute a breach or default under any Material Contract by the Company or, Company. (c) With respect to the knowledge of Letter Agreement identified as Item 100 on Schedule 4.12(a), no payments (i) are due thereunder and (ii) will become due thereunder on or prior to the Company, any other party under Closing Date. The Seller agrees prior to the Closing Date to terminate such contract, except for any breach, violation Letter Agreement and to pay all amounts owing or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectwhich could become owing thereunder.

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 3.15(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 Schedule 3.12 lists all of the Company Disclosure Schedule lists following Contracts (other than Employee Benefit Plans and the following agreements (whether written or oralOperating Agreements) in force that relate to the Business and the Acquired Assets to which the Company Seller is a party as of or a beneficiary (collectively, the date of this Agreement (other than the Transaction Documentation“Material Contracts”): (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 noticeLeases; (ii) capital or operating leases or conditional sales agreements; (iii) joint development agreements; (iv) Intellectual Property license agreements or royalty agreements, whether Seller is the licensor or licensee thereunder, except Off-the-Shelf Software licenses; (v) confidentiality and non-disclosure agreements (whether Seller is the beneficiary or the obligated party thereunder) entered into on or after January 1, 2011, other than those entered into in the Ordinary Course of Business; (vi) customer orders, services or sales contracts under which the customer is to make a payment or under which the Business is required to perform after the Closing Date, in each case either (a) with any agreement customer listed on Schedule 3.21, or (b) with an annual contract value in excess of $1,000,000, or group (c) in which Seller has granted “most favored nation” or other preferential pricing provisions or marketing, performance, distribution, exclusivity or territory rights; (vii) distributor, sales agency, sales representative and bureau agreements or similar agreements, in each case with an annual contract value in excess of related agreements$250,000; (viii) other Contracts for the purchase or sale of products or for the furnishing or receipt of information or 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 Seller in each case with an annual contract value in excess of $25,000 per annum250,000, or (B) Contracts involving future expenditures or Liabilities with an annual contract value in excess of $250,000, or in which the Company Seller 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; (iiiix) any agreement which, Contracts or commitments relating to the knowledge of the Company, establishes a material joint venture commission or legal partnershiprevenue sharing arrangements with others; (ivx) any agreement (Contracts containing covenants limiting the freedom of Seller 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 Business to engage in any line of business, business or to compete with any person Person, or operate in any geographical locationcovenants which purport to be binding on or require compliance by Affiliates of Seller; (vixi) any employment agreement Contracts for Debt, or consulting agreement which provides for payments in excess of $50,000 per annum (Contracts entered into 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) Business which require Seller to indemnify, hold harmless or guarantee the obligations of any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the CompanyPerson; and (xii) any employment, consulting or other agreement (labor agreement, other than retention, separation or group of related similar 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) Schedule 2.1(a)(ii) lists all of the Assigned Contracts. The Company Assigned Contracts include all existing Contracts relating to the Business and the Acquired Assets to which Seller is a party, excluding any Contract relating to any agreements (including any intercompany agreements between Seller and one or more of its Affiliates) that will be retained by Seller or cancelled at the Closing and excluding the Operating Agreements, which will be cancelled at Closing. Seller has delivered or made available to the Parent Buyer correct and complete copies of all Material Contracts, including all currently effective amendments, extensions, renewals and modifications thereto (subject to certain redactions in certain cases), and Seller has made available to Buyer a complete and accurate representative copy of each agreement listed in Section 2.14 its standard form of customer Contract and reseller Contract. Except as set forth on Schedule 3.12(b), all of the Company Disclosure ScheduleMaterial Contracts are in full force and effect and binding upon Seller in accordance with their terms and, to the best of Seller’s Knowledge, the other parties thereto in accordance with their terms. With None of the Material Contracts has been terminated, except as set forth on Schedule 3.12(b), nor has current written notice of termination been given to Seller with respect to each agreement so listedany of the Material Contracts, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legalSchedule 3.12(b), 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 there exists no material breach or violation ofmaterial default (or event, circumstance or default undercondition, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after that with the giving of notice, with notice or the lapse of time, or otherwiseboth, would constitute a material breach or default by material default) on the Company orpart of Seller, or to Seller’s Knowledge, on the knowledge part of any other party, under any Material Contract. Except as set forth on Schedule 3.4, no Consent of any Person is required to assign any of the CompanyMaterial Contracts to Buyer and no right to terminate or rescind any Material Contract will be triggered by such assignment, any other party under such contract, except for any breach, violation the entrance into this Agreement or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectthe consummation of the transactions contemplated hereby.

Contracts. (a) Set forth in Section 2.14 of 3.13(a) to the Company Disclosure Schedule lists Letter or filed as exhibits to the Company SEC Documents (filed since January 1, 2004), is a true and complete schedule listing of all of the following agreements (whether written or oral) types of Contracts to which any of the Company Acquired Companies is a party or by which any of the Acquired Companies is bound as of the date of this Agreement (other than collectively, the Transaction Documentation):"SPECIFIED CONTRACTS"), grouped into the following categories: (i) any agreement (Contracts with customers or group of related agreements) for clients pursuant to which the lease of personal property from customer 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 client pays the Company on sixty (60) days or less prior written noticean annual amount exceeding $250,000; (ii) any agreement (or group of related agreements) Contracts for the purchase or sale purchase, license, lease and/or maintenance of products or for the furnishing or receipt of services (A) which calls for performance over a period of more any Software other 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 partyCommercially Available Software; (iii) Contracts for the lease or sublease of Real Property owned or used by any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnershipAcquired Companies; (iv) any agreement (or group of related loan agreements) under which it has created, incurredmortgages, assumed or guaranteed (or may createnotes, 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 intangibleand guarantees; (v) any agreement Contracts that purports to limit in any material respect the right of obligate the Company to engage make payments as a result of the transactions contemplated herein that are contingent on a "change in any line ownership or control," within the meaning of business, or to compete with any person or operate in any geographical locationSection 280G of the Code; (vi) any employment agreement Contract and any amendment thereto required to be filed , or consulting agreement which provides filed, as an exhibit to any report of the Company (whether annual, quarterly or interim) filed pursuant to the Exchange Act of the type described in Item 601(b)(10) of Regulation S-K of the Securities Act entered into by the Company or any of its Subsidiaries since and including January 1, 2003; (vii) joint venture, partnership and similar agreement; (viii) Contracts that are not cancelable within 60 days without payment of a material (with respect to such contract) amount of money that, after the Effective Time, would have the effect of limiting the freedom of the Company or any of its Subsidiaries to compete in any line of business in any geographic area or to hire any individual or group of individuals, other than covenants relating to the non-solicitation or non-hiring of client personnel contained in client Contracts entered into in the ordinary course of business; EXECUTION VERSION (ix) Contracts providing for "earn-outs," "savings guarantees," "performance guarantees," or other contingent payments by the Company or any of its Subsidiaries involving more than $250,000 over the term of such Contract; (x) Contracts with or for the benefit of any of any Related Party of any Acquired Company other than those disclosed in the "Management Compensation" or "Certain Relationships and Related Transactions" sections of the Company's definitive proxy statement filed with the SEC on April 28, 2004; (xi) Contracts that provide for the indemnification of any officer or director of any Acquired Company; (xii) Contracts relating to the acquisition, transfer, development, sharing or licensing of any Intellectual Property by any Acquired Company; and (xiii) other Contracts that requires payments in excess of $50,000 100,000 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)year. (b) The Company has delivered or made available to the provided Parent a true, correct and complete and accurate copy copies of each agreement listed in Section 2.14 of the Company Disclosure Scheduleall Specified Contracts. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) Contracts to which any of the agreement Acquired Companies is a legalparty or is bound, valid, binding and enforceable obligation none of the Company and Acquired Companies is in full force and effectdefault thereunder, nor would be in default thereunder with the passage of time, the giving of notice, or both, and, to the Company's knowledge, none of the other parties to any Contract is in default thereunder or would be in default thereunder with the passage of time, the giving of notice or both, except as such enforceability may in each case for those defaults which, individually or in the aggregate, would not reasonably be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and expected to general principles of equity whether applied in have a court of law or a court of equity; (ii) the agreement will not, as a result Material Adverse Effect. Each Contract to which any of the execution and delivery by the Company of this Agreement Acquired Companies is a party or the Transaction Documentationis bound, 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 is 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 contractits terms, except for where the failure of any breachor all of such Contracts to be in full force and effect, violation individually or default that has not had and in the aggregate, would not reasonably be anticipated expected to have a Company Material Adverse Effect. No party to any Specified Contract to which any of the Acquired Companies is a party or is bound has made or threatened any claims or demands in writing against any Acquired Company for cancellation, termination or modification of the subcontracts or for other remedies or relief. Neither the Company nor any of its Subsidiaries have assigned or otherwise conveyed or transferred, or agreed to assign, convey or transfer to any Person, any right, title or interest in or to any of the Specified Contracts, or any account receivable relating thereto, whether as a security interest or otherwise.

Contracts. (a) Section 2.14 Part 2.11 of the Company Disclosure Schedule lists contains a list as of the date of this Agreement of each of the following agreements Contracts (whether written or oralother than the Company Real Property Leases) to which the Company or a Company Subsidiary is a party (each such Contract (x) required to be listed in Part 2.11 of the Company Disclosure Schedule, (y) that is a Company IP License, or (z) that is required to be filed as a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) as an exhibit to the Most Recent Company 10-K under the Exchange Act prior to the date of this Agreement (other than any Company Plan), being referred to as a “Material Contract”): (a) each Contract that restricts in any material respect the Transaction Documentation):ability of the Company, any Company Subsidiary or any Affiliate of any of them to (i) engage or compete in any geographic area or line of business, market or field, or to develop, sell, supply, manufacture, market, distribute, or support any material product or service, (ii) transact with any Person or (iii) solicit any client or customer (or that would so restrict Parent, any Parent Subsidiary or any Affiliate of any of them following the Closing), in each case, other than licenses of Intellectual Property; (b) each joint venture agreement, partnership agreement or similar agreement with a third party; (c) each Contract (other than any Organizational Document) between the Company or any Company Subsidiary, on the one hand, and any director, officer or Affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including (but not limited to) any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such director, officer, Affiliate or “associate” or “immediate family” member, but excluding any Company Plan; (d) each material acquisition or divestiture Contract that contains any material indemnification obligations or any material “earnout” or other material contingent payment obligations that are outstanding obligations of the Company or any Company Subsidiary as of the date of this Agreement; (e) each Contract evidencing indebtedness for money borrowed by the Company or any Company Subsidiary from a third party lender, and each Contract pursuant to which any such indebtedness for borrowed money is guaranteed by the Company or any Company Subsidiary, in each case in excess of $10,000,000; (f) each Contract expressly limiting or restricting the ability of the Company or any Company Subsidiary (i) to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be, (ii) to pledge their capital stock or other equity interests, (iii) to make loans to the Company or any Company Subsidiary, or (iv) to grant liens on the property of the Company or any Company Subsidiary; (g) each Contract that obligates the Company or any Company Subsidiary to make any loans, advances or capital contributions to, or investments in, any Person, except for (i) loans or advances for indemnification, attorneys’ fees, or travel and other business expenses in the ordinary course of business, (ii) extended payment terms for customers in the ordinary course of business, (iii) prepayment of Taxes for repatriated employees of the Company or any Company Subsidiary or (iv) loans, advances or capital contributions to, or investments in, any Person that is not an Affiliate or Employee of the Company not in excess of $10,000,000 individually; (h) each Contract that grants any right of first refusal, first notice, first negotiation or right of first offer or similar right with respect to any assets, rights or properties of the Company or any Company Subsidiary (i) for, or that would reasonably be expected to result in, total consideration of more than $10,000,000, (ii) with a fair market value in excess of $10,000,000 or (iii) that concerns material Company IP; (i) any agreement (each Contract or group series of related agreementsContracts (excluding (i) for purchase orders given or received in the lease ordinary course of personal property from business and(ii) Contracts between the Company and any wholly owned Company Subsidiary or to third parties among any wholly owned Company Subsidiaries) under which the Company or any Company Subsidiary (A) paid in excess of $15,000,000 in fiscal year 2020, or is expected to pay in excess of $15,000,000 in fiscal year 2021 or (B) received in excess of $50,000,000 in fiscal year 2020, or is expected to receive in excess of $50,000,000 in fiscal year 2021; (j) each Contract with any foundry, or any provider of semiconductor product assembly, testing, and manufacturing services containing any “take or pay” or minimum purchase commitments that have outstanding payment obligations of the Company or a Company Subsidiary in excess of $10,000,000; (k) each written collective bargaining or other labor or works council agreement covering employees of the Company or a Company Subsidiary; (l) each lease or rental Contract involving personal property (and not relating primarily to real property) pursuant to which provides for lease the Company or any Company Subsidiary is required to make rental payments in excess of $25,000 250,000 per annum month (excluding leases or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by rental Contracts for office equipment entered into in the Company on sixty (60) days or less prior written noticeordinary course of business); (iim) each Contract relating to the acquisition, sale or disposition of any business unit or product line of the Company or any Company Subsidiary and with any outstanding obligations that are material to the Company and the Company Subsidiaries, taken as a whole, as of the date of this Agreement; (n) any agreement material Government Contract that has not been closed out or that has been closed out within the last three (or group of related agreements3) for the purchase or sale of products or for the furnishing or receipt of services years; (Ao) 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, each material Contract with any “most favored nation” pricing provisions provision or that otherwise requires the Company or any Company Subsidiary (or, following the Closing, would require Parent or any Parent Subsidiary) to conduct business with any Person on a preferential or exclusive marketing basis, or distribution rights relating that includes a price protection or rebate provision in favor of the counterparty to any products or territory or has agreed to purchase goods or services exclusively from a certain partysuch Contract; (p) each settlement agreement entered into since January 1, 2018 (i) with a Governmental Entity, (ii) that requires the Company or any Company Subsidiary to pay more than $10,000,000 after the date of this Agreement, (iii) that imposes any agreement whichmaterial restrictions on the business of the Company or any Company Subsidiary or (iv) that imposes any material restrictions on any Affiliate of the Company (including future Affiliates); (q) each material Contract (excluding (i) ordinary course confidentiality or non-disclosure agreements, (ii) purchase orders given or received in the ordinary course of business, (iii) statements of work that were signed prior to the date that is twenty four (24) months prior to the date hereof or that have been substantially satisfied in full, (iv) standard form Contracts, provided that (A) the standard form has been made available to Parent and (B) any such Contract is materially similar to the standard form, and (v) except with respect to Contracts regarding material Company IP, Contracts under which the Company or any Company Subsidiary (A) paid less than $2,000,000 in fiscal year 2020, and is expected to pay less than $2,000,000 in fiscal year 2021 or (B) received less than $2,000,000 in fiscal year 2020, and is expected to receive less than $2,000,000 in fiscal year 2021) with any Top Customer, Top Distributor or Top Supplier of the Company and its Subsidiaries; (r) each Contract relating to the creation of a Lien (other than Company Permitted Encumbrances) with respect to any material asset of the Company or any Company Subsidiary; and (s) each employment or individual consulting Contract that both (i) is not terminable at will or for convenience by the Company on 30 days’ or less notice and (ii) obligates the Company or any Company Subsidiary to make payments or provide compensation in excess of $300,000 annually. There are no existing breaches or defaults on the part of the Company or any Company Subsidiary under any Material Contract, and, to the knowledge of the Company, establishes a material joint venture there are no existing breaches or legal partnership; (iv) defaults on the part of any agreement (other Person under any Material Contract, in each case except where, individually 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 aggregate, such breaches or termination defaults have not constituted or resulted in and would not reasonably be expected to have constitute or result in a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company . No event has occurred 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 not occurred through the Company; and (xii) ’s or any other agreement (Company Subsidiary’s action 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 inaction or, to the knowledge of the Company, is threatenedthrough the action or inaction of any third party, which, after the giving of noticethat, with notice or the lapse of time, time or otherwiseboth, would constitute a breach of or default by under the terms of any Material Contract, in each case except where, individually or in the aggregate, such breaches or defaults have not constituted or resulted in and would not reasonably be expected to constitute or result in a Company Material Adverse Effect. Each Material Contract (with the exception of Government Contracts that have been closed out) is valid, has not been terminated prior to the date of this Agreement, is enforceable against the Company or the applicable Company Subsidiary that is a party to such Material Contract, and, to the knowledge of the Company, is enforceable against the other parties thereto, in each case subject to: (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and, in each case, except as, individually or in the aggregate, has not constituted or resulted in and would not reasonably be expected to constitute or result in a Company Material Adverse Effect. Prior to the date of this Agreement, the Company has made available to Parent accurate and complete copies of each Material Contract in effect as of the date of this Agreement, together with all material amendments and supplements thereto in effect as of the date of this Agreement. Prior the date of this Agreement, no Top Customer, no Top Distributor and no Top Supplier to the Company or a Company Subsidiary has canceled, terminated or substantially curtailed its relationship with the Company or any Company Subsidiary, given written notice to the Company or any Company Subsidiary of any intention to cancel, terminate or substantially curtail its relationship with the Company or any Company Subsidiary, or, to the knowledge of the Company, threatened to do any other party under such contractof the foregoing or, except for any breachto the knowledge of the Company, violation been threatened with bankruptcy or default insolvency. All material representations, certifications and statements executed and submitted by the Company in connection with Material Contracts that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectare also Government Contracts were correct in all material respects as of their respective effective date.

Contracts. (a) Section 2.14 of the Company Disclosure Except as set forth on Schedule lists the following agreements (whether written or oral) to which the Company "G", neither Chem-Con nor its Subsidiaries is a party as of the date of this Agreement (to or bound by: 4.9.1.1 any collective bargaining agreements or any agreements that contain any severance pay liabilities or obligations; 4.9.1.2 any bonus, deferred compensation, pension, profit-sharing or retirement plans, programs or other than the Transaction Documentation):similar employee benefit arrangements; (i) 4.9.1.3 any employment agreement, contract or commitment with an employee; 4.9.1.4 any agreement (of guaranty or group of related agreements) for the lease of personal property indemnification running from Chem-Con or its Subsidiaries 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 entity, including, but not limited to, any Affiliate, other than guarantees or indemnifications issued in any geographical locationthe ordinary course of Chem-Con's business relating solely to the indemnification of certain of its customers due to Chem-Con's disposal of waste generated by such customers at permitted disposal facilities not affiliated with Chem-Con; (vi) 4.9.1.5 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 officeragreement, 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 contract 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 Effectmaterial adverse impact on the business of Chem-Con or its Subsidiaries; (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) 4.9.1.6 any agreement, indenture or other than as contemplated by this Agreementinstrument which contains restrictions with respect to payment of dividends or any other distribution in respect of Chem-Con or its Subsidiaries or any other outstanding securities of Chem-Con or its Subsidiaries; 4.9.1.7 any agreement, contract or commitment containing any covenant limiting the freedom of Chem-Con or its Subsidiaries to engage in any line of business or compete with any person; 4.9.1.8 any agreement, contract or commitment relating to capital expenditures in excess of ten thousand dollars ($10,000.00) and involving future payments; 4.9.1.9 any agreement, contract or commitment relating to the future sales acquisition of securities assets or capital stock of any business enterprise; 4.9.1.10 any contract with the Department of Defense or any other department or agency 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 willUnited States Government, or to be any subcontract under any such contract, which is subject to renegotiation under the Renegotiation Act of 1951, as amended; or 4.9.1.11 any agreement, contract or commitment not made in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and ordinary course of business which involves Ten Thousand Dollars (iii$10,000) neither the Company noror more or has a remaining term of one (1) year or more from December 31, to the knowledge of the Company, any other party, is in breach or violation of1998, or default under, any such agreementis not cancelable on thirty (30) days or less notice without penalty. Neither Chem-Con nor its Subsidiaries has breached, and no event has occurredthere is not any claim, is pending or, to the knowledge best of Chem-Con's or the Sullivans or the ▇▇▇▇▇▇▇▇ Trusts' knowledge, any claim that Chem-Con or its Subsidiaries have breached any of the Companyterms or conditions of any agreement, is threatenedcontract or commitment set forth in this Agreement or in any of the Schedules attached hereto or of any other agreement, whichcontract or commitment, after the giving of notice, with lapse of time, or otherwise, would constitute a if any such breach or default by breaches in the Company or, aggregate could result in the imposition of damages or the loss of benefits in an amount or of a kind material to the knowledge of the Company, any other party under such contract, except for any breach, violation Chem-Con or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectits Subsidiaries.

Contracts. (a) Section 2.14 4.13 of the Company Disclosure Schedule lists Schedules sets forth a complete and accurate list of all of the following agreements (whether written or oral) Contracts to which the any Company Entity is a party or by which it is bound as of the date hereof (such Contracts being “Material Contracts”): (a) Contracts for the sale of this Agreement any of the assets of any Company Entity with a value in excess of $250,000 individually or $500,000 in the aggregate, other than in the ordinary course of business, or for the grant to any Person of any preferential rights to purchase any of such assets other than in the ordinary course of business; (b) Contracts for joint ventures, partnerships or sharing of profits; (c) Contracts containing covenants not to compete in any line of business or with any Person in any geographical area; (d) Contracts containing covenants not to solicit or hire any Person with respect to employment, except for any such Contracts entered into in the ordinary course with suppliers; (e) Contracts entered into during the past three (3) years relating to the acquisition or disposition (by merger, purchase of stock or assets or otherwise) by any Company Entity of any business or a material amount of stock or assets of any other Person; (f) Contracts evidencing Indebtedness in excess of $500,000 (whether incurred, assumed, guaranteed or secured by any asset); (g) except for standard indemnification provisions in Contracts entered in the ordinary course of business, any Contract under which any Company Entity is required to provide continuing indemnification or a guarantee of obligations of any Person (other than any other Company Entity) or the Transaction Documentation):assumption of any Tax, environmental or other Liability of any Person; (h) any Contract under which any Company Entity has advanced or loaned any amount to any of its managers, directors or executive officers and such advance or loan remains outstanding; (i) any agreement Contract between any Company Entity, on the one hand, and any of their respective managers, directors or executive officers, on the other hand, other than the Employment Contracts; (j) the Employment Contracts; (k) collective bargaining agreements or group Contracts; (l) Contracts with suppliers of related agreements) for the lease of personal property from or any Company Entity that involve contractual commitments by a Company Entity to third parties (A) which provides for lease make annual payments in excess of $25,000 250,000 per annum or (B) which has year and that cannot be canceled by a remaining term longer than 12 months and is not cancellable Company Entity 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 without 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); (viim) other than agreements with third-party paying agents that are owned by a Governmental Authority, any Contract with a Governmental Authority in excess of $100,000; (n) any agreement involving Contract under which any officerCompany Entity is obligated to make any capital commitment or expenditure in excess of $250,000 in any twelve month period; (o) Contracts with each of the Top Paying Agents and the Top Depository Institutions; (p) Any Contract with a bank or other provider of transaction processing or settlement services for the funding of transfers initiated through services provided by the Company or its Subsidiaries; and (q) other Contracts (other than those listed in clauses (a) through (p) of this Section 4.14 and other than the Employment Contracts) (A) that involve aggregate consideration in excess of $250,000 per year, director and (B) that cannot be canceled by the Company without penalty or stockholder without more than 30 days’ notice. Except as set forth in Section 4.13 of the Company Disclosure Schedules, each Material Contract is valid, binding and enforceable on the applicable Company Entity in accordance with its terms and, to the Company’s Knowledge, each other party thereto (assuming the valid execution by such party), and is in full force and effect, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). No Company Entity, nor to the Company’s Knowledge, any affiliate other party thereto is in breach of or default under in any material respect, or has provided or received any written notice of any intention to terminate, any Material Contract. To the Company’s Knowledge, as of the date hereof, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default in any material respect under any Material Contract by the Company Entity party thereto. Complete and correct copies of each Material Contract (as defined in Rule 12b-2 under the Exchange Actincluding all modifications, amendments and supplements thereto) 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) Section 2.14 of Except for Contracts between the Company Disclosure Schedule lists or its subsidiaries on the following agreements (whether written one hand and Parent or oral) to which a subsidiary of Parent on the other hand, neither the Company nor any of its subsidiaries is a party to or is bound by any of the following Contracts as of the date of this Agreement Agreement, except to the extent those Contracts are listed in Section 2.20(a) of the Company Disclosure Letter and are identified thereon using the numbering below, in each case listing (other than i) the Transaction Documentation):person(s) with whom such Contract is made and (ii) the date thereof: (i) any agreement employment or consulting Contract with any officer or director, or any Employee (excluding offer letters for “at-will” Employees) or group any other type of related agreementsContract (whether or not such Contract is an Employment Agreement, as defined in Section 2.13(a)(vi)) 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 with any Employee that is not cancellable without penalty terminable within thirty (30) days by the Company without Liability to the Company or Parent, including any Contract requiring it to make or accelerate a payment to any Employee on sixty (60) days account of the Merger, any Transaction or less prior written noticeany Contract that is entered into in connection with this Agreement; (ii) any agreement (Contract or group of related agreements) for the plan, including any stock option plan, stock appreciation right plan or stock purchase or sale of products or for the furnishing or receipt of services plan (A) which calls for performance over a period relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of more than one year, is not cancellable without penalty by any shares of Company Common Stock or any other securities of the Company on sixty (60) days or less prior written notice and involves more than any of its subsidiaries or any options, warrants, convertible notes or other rights to purchase or otherwise acquire any such shares of stock, other securities or options, warrants or other rights therefor, except for the sum of $25,000 per annumCompany Stock Plans, or (B) in any of the benefits of which will be increased, or the Company has granted manufacturing rightsvesting of benefits of which will be accelerated, “most favored nation” pricing provisions by the occurrence of any of the Transactions or exclusive marketing or distribution rights relating to the value of any products or territory or has agreed to purchase goods or services exclusively from a certain partyof the benefits of which will be calculated on the basis of any of the Transactions; (iii) any agreement whichContract requiring the Company to engage in ongoing research or development, to which obligations extend beyond January 1, 2007 and are not terminable by the knowledge of the Company, establishes a material joint venture Company (with or legal partnershipwithout penalty) on less than ninety (90) days prior notice; (iv) any agreement Contract (whether non-compete or group otherwise) containing provisions which have or would reasonably be expected to have the effect of related agreements) under which it has created, incurred, assumed prohibiting or guaranteed (impairing any business practice of the Company 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 assetssubsidiaries (including engaging in research and development or the development or commercialization of any Company Product), any acquisition of property (tangible or intangible) by the Company or any of its subsidiaries, any other conduct of business by the Company or any of its subsidiaries, or otherwise limiting the freedom of the Company or any of its subsidiaries to engage in any line of business in any geographical area or to compete with any person. Without limiting the generality of the foregoing, neither the Company nor any of its subsidiaries has entered into any Contract under which the Company or any of its subsidiaries is prohibited or impaired from engaging in any areas of research or development or from the licensing, manufacturing, selling or distributing any Company Intellectual Property or exploiting any Technology of the Company; (v) any agreement that purports to limit in any material respect the right of Contract under which the Company has granted or is obligated to engage in any line of business, or to compete with grant any person any “opt-in” rights, exclusive rights, rights of refusal or operate in any geographical locationsimilar rights; (vi) any employment Contract under which the Company is obliged to enter into any further agreement or consulting agreement license, under which provides the Company is obligated to accept or use manufacturing (including cell culture, bulk manufacturing or fill and finish) capacity or to pay for payments in excess of $50,000 per annum (other than employment manufacturing capacity not used or consulting agreements terminable on less than thirty (30) days’ notice)accepted, or under which the Company has any material “take or pay” commitment; (vii) any agreement involving any officer, director or stockholder of Contract relating to the disposition by the Company or any affiliate (as defined of its subsidiaries of a material amount of assets not in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) ordinary course of business, or pursuant to which the Company or its subsidiaries has acquired a business or entity, or material assets of a person (other than stock subscriptionpurchases in the ordinary course of business that are customarily effected on a purchase order basis), stock optionwhether by way of merger, restricted consolidation, purchase of stock, warrant purchase of assets, exclusive license or stock purchase agreements otherwise, or any Contract pursuant to which the forms Company or any of which have been made available to Parent)its subsidiaries has any material ownership interest in any person other than the Company’s subsidiaries; (viii) any agreement Contract currently in force under which the Company or commitment for capital expenditures in excess any of $25,000its subsidiaries has continuing obligations to provide to a third person information about any Company Research Program or any other scientific or clinical data produced by the Company, for a single project (it being represented including research, characterization, manufacturing, clinical, pre-clinical or other information and warranted that including information regarding the liability under all undisclosed agreements Company’s planned research and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects)development activities; (ix) any agreement joint venture Contract, collaboration Contract or any other Contract that involves a sharing of revenues, profits, cash flows, expenses (including development expenses) or losses with other persons; (x) any Contract requiring the Company or any of its subsidiaries to undertake a clinical trial (or to have a third person undertake a clinical trial on the Company’s or its subsidiaries’ behalf) of an existing Company Product or the subject of a Company Research Program; (xi) any Contract that authorizes any third person to sell, offer for sale, market or otherwise distribute any Company Products or results of any Company Research Programs; (xii) any mortgages, indentures, guarantees, promissory notes, loans or credit agreements, security Contracts or other Contracts or instruments relating to the borrowing of money or extension of credit, or any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP; (xiii) any settlement or litigation “standstill” Contract; (xiv) any Contract of guarantee, support, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other person; (xv) any Contract (including open purchase orders) under which the Company has a commitment to purchase goods, capital equipment, services or other items in excess of $50,000 for any Contract or series of Contracts; (xvi) any Contract (i) pursuant to which any third person is required to make payments to the Company in excess of $20,000 per annum, (ii) pursuant to which the Company or any of its subsidiaries is obligated to pay any royalty or similar payments, including but not limited to profit sharing or similar payments, or (iii) pursuant to which the Company or any of its subsidiaries is obligated to pay any milestone payment or similar payment, including any payment of a pre-determined amount in excess of $100,000, which payment is contingent on the occurrence of a future event, but excluding any fee-for-service Contract; (xvii) any Contract pursuant to which the Company or any of its subsidiaries is a lessor or lessee of any equipment or other fixed assets, including machinery, equipment, motor vehicles, office furniture, fixtures or other personal property involving payments in excess of $20,000 per annum or involving any manufacturing equipment with a value in excess of $10,000; (xviii) any Contract with any person with whom the Company or any of its subsidiaries does not deal at arm’s length; (xix) any Contract with any investment banker, broker, advisor or similar party, or any accountant, legal counsel or other person retained by the Company, in connection with this Agreement and the Transactions; (xx) any Contract with any Governmental Entity (a “Government Contract”) or any material federal, state, county, local or foreign governmental consent, license, permit, grant, or other authorization of a Governmental Entity (excluding Company Permits) that is required for the operation in all material respects of the Company’s or any of its subsidiaries’ businesses; (xxi) any Contract entitling a third person (other than an Employee) to a commission or “finder’s fee” payable by the Company or any of its subsidiaries; or (xxii) any Contract not otherwise disclosed in Section 2.20 of the Company Disclosure Letter (i) under which the consequences of a default or termination would could 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 be material to the future sales of securities Company, (ii) that is of the Companynature required to be filed by Company as an exhibit to an Annual Report on Form 10-K under the Exchange Act; and (xiiiii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs involving in excess of $25,000 in any year 100,000 being paid by or to the Company over the term thereof, or (Biv) not entered into that is otherwise material to the Company or any of its subsidiaries or their respective businesses, operations, properties, assets, financial condition, results of operations or cash flows; any such Contract listed or required to be listed in Section 2.19(b)(iii) or Section 2.20(a) of the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi)Company Disclosure Letter being a “Company Contract”. (b) Neither the Company nor any of its subsidiaries, nor, to the Company’s knowledge, any other person that is a party to a Company Contract, is in breach, violation or default under, and neither the Company nor any of its subsidiaries has received notice that it has breached, violated or defaulted under, any of the material terms or conditions of any Company Contract. The Company or the applicable Company subsidiary is entitled to all benefits under any Company Contract. Each of the Company Contracts is in full force and effect, and has not been amended in any material respect, except to the extent that such amendment is described in Section 2.20(a) of the Company Disclosure Letter. Except as noted in Section 2.20(b), the Company has delivered or made available to the Parent a or its representatives true, correct and complete and accurate copy copies of each agreement of the Company Contracts required to be listed in Section 2.14 2.20(a) of the Company Disclosure Schedule. With respect Letter; provided that, to each agreement so listedthe extent that third party confidentiality restrictions expressly prohibit disclosure of such Company Contract to Parent, and except as set forth in Section 2.14 2.20(b) of the Company Disclosure Schedule: (i) the agreement is Letter sets forth a legal, valid, binding and enforceable obligation description of the subject matter of each such Company Contract 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’ a general indication of the nature of the rights and remedies generally and obligations granted thereunder. The Company is not a party to general principles of equity whether applied in a court of law or a court of equity; any Government Contract (ii) the agreement will not, as a result of the execution and delivery by the other than 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 EffectPermits).

Contracts. (a) Section 2.14 6.14 of the Company Disclosure Schedule Schedules lists all of the following types of 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: (i) all contracts the performance of which by the Company or any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments Subsidiary thereof will involve consideration 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; 100,000; (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 (60) days or less prior written notice all indentures 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 other agreements relating to any products the borrowing of money, the extension of credit, the granting of Liens or territory or has agreed to purchase goods or services exclusively from a certain party; other Indebtedness; (iii) all agreements for the development or license of Company Intellectual Property; (iv) all joint venture agreements or agreements among any agreement which, to the knowledge members 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 all agreements and licenses containing any material respect restriction or limitation on 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 ability of the Company or any affiliate of its Subsidiaries to compete, solicit customers or otherwise conduct any business anywhere in the world; (as defined in Rule 12b-2 under vi) all agreements relating to the Exchange Actacquisition or sale of any company, business, division or other enterprise executed within the last three years; (vii) thereof (an “Affiliate”) (other than stock subscriptionall hedging, stock optionderivative, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); swap and similar such agreements; (viii) all material contracts to which the Company and any agreement Seller, or commitment for capital expenditures in excess any of $25,000their respective employees, for officers or Affiliates is a single project (it being represented party; 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 contract or Employee Benefit Plan for 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 (benefits, compensation or group payments will be increased, the vesting 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 benefits will 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 accelerated or a court of equity; (ii) the agreement payment will notbe required, 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 by this Agreement. Sellers have delivered to Buyer a correct and complete copy of each contract or thereby, cease other agreement (as amended to be a legal, valid, binding and enforceable obligation date) listed in Section 6.14 of the CompanyDisclosure Schedules. (b) With respect to each such contract listed in Section 6.14 of the Disclosure Schedules: (i) such contract is valid and binding upon the Company or the applicable Company Subsidiary, except as such enforceability may be limited under applicable bankruptcysubject to the Remedies Exceptions, insolvency and, to the Knowledge of Sellers, each other party thereto and similar lawsis in full force and effect; and (ii) subject to procurement of the Required Consents, rules or regulations affecting creditors’ rights and remedies generally and to general principles (A) upon consummation of equitythe transactions contemplated by this Agreement, whether applied in a court of law or a court of equity and will, or to be shall continue in full force and effect in accordance with on identical terms from and after the terms thereof as in effect immediately prior to the Closing; Closing without penalty or other adverse consequence and (iiiB) neither there is no material default, or claim by a contract counterparty of material default thereunder, by the Company noror the applicable Company Subsidiary, or, to the knowledge Knowledge of the CompanySellers, by any other party, is in breach or violation of, or default under, any such agreementparty thereto, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, occurred which, after with the passage of time or the giving of notice, with lapse of time, notice (or otherwiseboth), would constitute a breach or default thereunder by the Company oror the applicable Company Subsidiary, or to the knowledge Knowledge of the CompanySellers, by any other party under such contractthereto, except for or would permit modification, acceleration or termination thereof. (c) Neither the Company nor any breachof its Subsidiaries is a party to, violation or default that has not had and would not reasonably be anticipated to have been a Company Material Adverse Effectparty to, any Government Contract or Government Bid.

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 50,000 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 annum50,000, 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) other than the Bridge Notes and the Convertible Notes, 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 50,000 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 $50,000 or not entered into in the Ordinary Course of Business; and (xi) any agreement, other than as contemplated by this AgreementAgreement and the Bridge Loan, 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. (a) Section 2.14 As of the date hereof, except for this Agreement, none of the Company Disclosure Schedule lists or any of its subsidiaries is a party to or bound by any Contract: (i) that would be 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; (ii) containing covenants binding upon the Company or any of its subsidiaries that materially restrict the ability of the Company or any of its subsidiaries (or which, following agreements the consummation of the Merger, could materially restrict the ability of the Surviving Corporation) to compete in any business or with any person or in any geographic area that could reasonably be expected to be material to the Company and its subsidiaries, taken as a whole, except for Real Property Leases and any such Contract that may be canceled without any penalty or other liability to the Company or any of its subsidiaries upon notice of 60 days or less; (whether written iii) with respect to a joint venture, partnership, limited liability or oralother similar agreement or arrangement (excluding information technology Contracts) relating to the formation, creation, operation, management or control of any partnership or joint venture that is material to the business of the Company and the subsidiaries, taken as a whole; (iv) other than among wholly-owned subsidiaries of the Company, relating to (A) indebtedness for borrowed money and having an outstanding principal amount in excess of $10,000,000 or (B) conditional sale arrangements or interest rate or currency hedging activities, in each case in connection with which the aggregate actual or contingent obligations of the Company and its subsidiaries under such Contract are greater than $10,000,000; (v) entered into after July 31, 2004 or not yet consummated for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another person for aggregate consideration under such Contract in excess of $20,000,000 (other than acquisitions or dispositions of assets in the ordinary course of business, including acquisitions and dispositions of inventory); (vi) which by its terms calls for aggregate payments by the Company and its subsidiaries under such Contract of more than $20,000,000 over the remaining term of such Contract (other than this Agreement, purchase orders for the purchase of inventory in the ordinary course of business or Real Property Leases); or (vii) with respect to any acquisition pursuant to which the Company is a party as or any of the date of this Agreement (its subsidiaries has continuing indemnification, “earn-out” or other than the Transaction Documentation): (i) any agreement (or group of related agreements) for the lease of personal property from or contingent payment obligations, in each case, that would reasonably be expected to third parties (A) which provides for lease result in payments in excess of $25,000 per annum or 10,000,000. Each such Contract described in clauses (Bi) which has through (vii) is referred to herein as a remaining term longer than 12 months “Material Contract”. (b) Each of the Material Contracts is valid and is not cancellable without penalty by binding on the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group and each 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 whichits subsidiaries 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 effect, except as for 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 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 would not, individually or in accordance with the terms thereof as in effect immediately prior aggregate, reasonably be expected to the Closing; and (iii) neither have a Material Adverse Effect. There is no default under any Material Contract by the Company nor, to the knowledge or any 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 its subsidiaries or, to the knowledge of the Company, is threatenedby any other party, which, after and no event has occurred that with the lapse of time or the giving of notice, with lapse of time, notice or otherwise, both would constitute a breach or default thereunder by the Company or any of its subsidiaries or, to the knowledge of the Company, by any other party under such contractparty, in each case except for any breachas would not, violation individually or default that has not had and would not in the aggregate, reasonably be anticipated expected to have a Company Material Adverse Effect.

Contracts. (a) Except (x) for this Agreement, (y) for a Company Plan or the Company Share Plans and (z) as set forth in Section 2.14 3.8(a) of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which Letter, neither the Company nor any of its subsidiaries is a party to or bound by, or has any property or asset bound by, any Contract, as of the date of this Agreement (other than the Transaction Documentation):Agreement, that: (i) any agreement (would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K of the Securities Act 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 disclosed by the Company on sixty (60) days a Current Report on Form 8-K, Annual Report on Form 10-K or less prior written noticeQuarterly Report on Form 10-Q that has not been filed or incorporated by reference in the SEC Reports; (ii) contains any agreement (covenant that materially restricts the ability of the Company or group any of related agreements) for the purchase or sale of products or for the furnishing or receipt of services its subsidiaries, taken as a whole, to (A) engage in any business, (B) compete in any business or with any Person, (C) operate in any geographic area or (D) solicit or hire any employee or consultant other than pursuant to non-disclosure agreements entered into in the ordinary course of business; (iii) is a joint venture, partnership, limited liability or other similar agreement or arrangement or Contract relating to the formation, creation, operation, management or control of any partnership, joint venture, limited liability company or other similar agreements or arrangements or Contracts; (iv) is an indenture, credit agreement, loan agreement, security agreement, guarantee, bond, mortgage or other Contract (including any swap or hedge agreements) relating to indebtedness of the Company or any of its subsidiaries (for the avoidance of doubt, other than Contracts related to vault cash arrangements), in each case, in excess of $1,000,000; (v) is a Contract related to vault cash arrangements with any financial institution; (vi) is a settlement, conciliation or similar Contract with any Governmental Entity; (vii) requires the Company or any of its subsidiaries, directly or indirectly, to make any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than the Company or any of its wholly owned subsidiaries) in any such case which calls for performance over a period is in excess of more than one year$500,000; (viii) prohibits the payment of dividends or distributions in respect of the share capital of the Company or any of its subsidiaries, is not cancellable without penalty prohibits the pledging of the share capital of the Company or any subsidiary of the Company or prohibits the issuance of guarantees by the Company on sixty or by any subsidiary of the Company; (60ix) days or less prior written notice and involves more than the sum of $25,000 per annum, or (BA) in which the Company has granted manufacturing rights, contains “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 impose obligations 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 of its subsidiaries with any third party, or (as defined in Rule 12b-2 under the Exchange ActB) thereof (an “Affiliate”) (grants exclusive rights, rights of first refusal, rights of first negotiation or offer or similar rights to any Person other than stock subscription, stock option, restricted stock, warrant the Company or stock purchase agreements the forms any 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 Effectits subsidiaries; (x) any agreement which contains any provisions requiring has resulted in payments by the Company or and its subsidiaries to indemnify any other party thereto (excluding indemnities contained vendors of more than $2,000,000 in agreements the aggregate for the purchase12 month period ending June 30, sale or license 2020 (other than this Agreement, Contracts subject to clause (iv) above, purchase orders for the purchase of products entered into inventory and/or equipment in the Ordinary Course ordinary course of Businessbusiness or Leases); (xi) any agreement, other has given rise to aggregate revenue (including termination fees) by the Company and its subsidiaries under such Contract(s) of more than as contemplated by this Agreement, relating to the future sales of securities of the Company; and$2,000,000 during fiscal year 2019; (xii) with respect to any other agreement (or group of related agreements) (A) under acquisition and divestiture pursuant to which the Company is obligated or any of its subsidiaries has continuing indemnification, guarantee, “earn-out” or other contingent payment obligations, in each case, that would reasonably be expected to make result in payments or incur costs in excess of $25,000 in any year 2,000,000; (xiii) involving the acquisition or disposition, directly or indirectly (B) not entered into by merger or otherwise), of assets or share capital or other equity interests for aggregate consideration under such Contract of at least $1,000,000 individually, or $2,000,000 in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi).aggregate; (bxiv) The is between the Company has delivered or made available to any of its subsidiaries, on the Parent a complete one hand, and accurate copy of each agreement listed in Section 2.14 any director or officer of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 or any Person beneficially owning five percent (5%) or more of the outstanding Company Disclosure Schedule: (i) Shares, on the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effectother hand, except as such enforceability may for any Company Plan and any Contracts entered into on arm’s-length terms in the ordinary course of business; (xv) requires a consent to or otherwise contains a provision relating to a “change of control” or that would or could reasonably be limited under applicable bankruptcyexpected to prevent, insolvency and similar laws, rules delay 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 impair the consummation by the Company of the transactions contemplated hereby or therebyherein, cease to be a legal, valid, binding and enforceable obligation including the Acquisition; (xvi) involves the payment 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 willroyalties to, or receipt of royalties from, any Person (other than the Company or any of its subsidiaries) of more than $1,000,000 in the aggregate pursuant to be in full force and effect in accordance with the terms thereof as in effect immediately prior a license that is material to the ClosingCompany and its subsidiaries taken as a whole; and or (iiixvii) neither is a Contract pursuant to which any third party grants to the Company noror any of its subsidiaries a license, right or covenant not to ▇▇▇ with respect to any Licensed Intellectual Property that is material to the knowledge of the Company, any Company and its subsidiaries taken as a whole (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 than (1) intercompany licenses between the Company orand any of its subsidiaries, to (2) licenses for Open Source Software or (3) licenses for Software that is generally commercially available on standard terms for less than $300,000 (based on the knowledge dollar value 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 Effectexpenditures from fiscal year 2019)).

Contracts. (a) Section 2.14 of the Company Disclosure Schedule lists the following agreements (whether written or oral) All contracts, agreements, commitments and other documents to which the Company or any of its subsidiaries is a party as or by which the Company, any subsidiary of the date Company, or any of this Agreement their assets is in any way affected or bound, including all amendments and supplements thereto and modifications thereof, excluding those that (other a) are terminable without premium or penalty upon no more 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 notice 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 involve in their entirety less than $50,000 and in cases of (a) and (b) are not otherwise material to the Parent a complete and accurate copy of each agreement business (collectively, except as otherwise set forth in this Section 3.16, “Contracts”), are listed in Section 2.14 3.16 of the Company Disclosure Schedule. With respect to each agreement so listed, are legally valid 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, and the Company and each of its subsidiaries is in compliance in all material respects with all such Contracts and neither the Company nor any subsidiary of the Company has received any notice that it is in default or breach of any of the terms thereof. The Company has previously made available for inspection by the Parent through the VDR all written Contracts, except those that are identified in Section 3.16 of the Company Disclosure Schedule as such enforceability may be limited under applicable bankruptcyavailable on the SEC's E▇▇▇▇ website. A summary of the terms of each oral Contract is set forth on Section 3.16 of the Company Disclosure Schedule. The Company has previously provided the Parent with copies of, insolvency and similar lawsSection 3.16 of the Company Disclosure Schedule identifies, rules any agreement with any executive officer or regulations affecting creditors’ rights and remedies generally and to general principles other key employee of equity whether applied in a court the Company or any subsidiary of law or a court of equity; the Company (iiA) the agreement will not, as a result benefits of the execution and delivery by the Company of this Agreement or the Transaction Documentationwhich are contingent, or the consummation by terms of which are materially altered, upon the occurrence of a transaction involving the Company or any subsidiary of the Company of the nature of any of the transactions contemplated hereby by this Agreement, (B) providing any compensation guarantee of more than $50,000 per year or thereby(C) providing severance benefits or other benefits after the termination of employment of such executive officer or key employee not comparable to benefits available to employees generally. Except as set forth in the engagement letter dated January 20, cease 2006 between the Company and F▇▇▇▇▇▇▇, B▇▇▇▇▇▇▇ and R▇▇▇▇▇, as amended by Amendment 1 to Engagement Letter, dated June 15, 2006, Amendment 2 to Engagement Letter, dated October 9, 2006, Amendment 3 to Engagement Letter, dated May 24, 2007 and Amendment No. 4 to Engagement Letter effective January 18, 2008, all expenses of the Company incurred and to be a legalincurred in connection with this Agreement and the transactions contemplated hereby, validincluding but not limited to legal and accounting fees are on normal terms and do not involve any success fees, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules bonuses 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 Effectpremiums.

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. (a) Section 2.14 of Except for this Agreement, neither the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company nor any of its Subsidiaries is a party to or bound by any Contract (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Documents; (ii) which constitutes a Contract or commitment relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iii) which contains any provision that would restrict or affect the conduct of business of any Affiliate of the Company (or any Affiliate of any such Affiliate of the Company); (iv) that (A) contains most favored customer pricing provisions or (B) grants any exclusive rights, rights of first refusal, rights of first negotiation or similar rights to any person, in each case under this clause (B) in a manner which is material to the business of the Company and its Subsidiaries, taken as a whole; (v) which was entered into after September 27, 2008 or not yet consummated for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another person for aggregate consideration in excess of $250,000 (other than acquisitions or dispositions of assets in the Transaction Documentation): ordinary course of business); (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (Avi) which provides by its terms calls for lease aggregate payments by the Company or its Subsidiaries of more than $250,000 over the remaining term; (vii) which the Company or any of its Subsidiaries has continuing indemnification, “earn-out” or other contingent payment obligations, in each case, that would reasonably be expected to result in payments in excess of $25,000 per annum 250,000; or (Bviii) 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) grants 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 Intellectual Property (other than employment commercially available, off-the-shelf software). Each Contract, arrangement, commitment, agreement, license, permit, bond, mortgage, indenture or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder understanding 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 type described in clauses (i) through (xivii) of this Section 4.11, whether or not set forth in the Company Disclosure Letter or in the Company SEC Documents, is referred to herein as a “Company Contract” (for purposes of clarification, each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement, whether or not filed with the SEC, is a Company Contract). A true and complete list of the Company Contracts is set forth in Section 4.11(a) of the Company Disclosure Letter. (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) Each Company Contract is valid and binding on the agreement Company and any of its Subsidiaries that is a legalparty thereto, validas applicable, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency effect 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 notCompany, as a result each of the execution its Subsidiaries and delivery by the each other party to each Company of this Agreement or the Transaction DocumentationContract, or the consummation by the Company of the transactions contemplated hereby or thereby, cease has performed all obligations required to be a legal, valid, binding and enforceable obligation performed by it under each Company Contract. To the Knowledge of the Company, except as no event or condition exists which constitutes, or, after notice or lapse of time or both, will constitute, a default under any 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 Company Contract on the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge part of the Company, any other party, is in breach of its Subsidiaries 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 Effectthereto.

Contracts. ​ (a) Section 2.14 4.8(a) of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is a party Letter contains an accurate and complete list, as of the date of this Agreement Agreement, of all Contracts (other than any Company Benefit Plan) in effect as of the Transaction Documentationdate hereof, of the following types to which the Company or any of its Subsidiaries is a party or bound (the “Company Material Contracts”): (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 Contract that is not cancellable without penalty filed by the Company on sixty (60as a material Contract pursuant to Item 601(b)(10) days or less prior written noticeof Regulation S-K of the SEC, other than Contracts described in Item 601(b)(10)(iii) of Regulation S-K; (ii) any agreement Contract that expressly imposes any restriction on the right or ability of the Company and its Subsidiaries, collectively, to compete with any other Person (or group in any line of related agreements) for the purchase business, market or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more geographical area), other than one year, is not cancellable any such Contracts that may be cancelled without penalty by material liability to the Company on sixty (60) or any of its Subsidiaries upon notice of 90 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 partyless; (iii) any agreement whichContract containing any (A) “most favored nation” or similar provisions, (B) exclusivity provisions or (C) rights of first refusal or first offer, other than any such Contracts that may be cancelled without material liability to the knowledge Company or any of its Subsidiaries upon notice of 90 days or less, (in each case, other than any agreement in which any of the Company, establishes a material joint venture foregoing provisions is solely for the benefit of the Company or legal partnershipany of its Subsidiaries); (iv) any agreement Contract that in the year ended December 31, 2022 was (or group in the year ending December 31, 2023 is reasonably expected to be) one of related agreementsthe ten (10) under which it has created, incurred, assumed largest sources of revenues for the Company and its Subsidiaries for the applicable year based on amounts paid 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 intangiblepayable; (v) any agreement Contract that purports in the year ended December 31, 2022 was (or in the year ending December 31, 2023 is reasonably expected to limit in any material respect the right be) one of the ten (10) largest sources of payment obligations for the Company to engage in any line of businessand its Subsidiaries, based on amounts paid or to compete with any person or operate in any geographical locationpayable; (vi) any employment Contract that involves a (A) revenue or profit sharing or similar agreement under which the Company or consulting agreement which provides for payments any of its Subsidiaries has outstanding commitments (other than any Company Benefit Plan) or (B) “minimum purchase” requirement, “take or pay,” “ship or pay” or similar obligations, in each case with outstanding commitments in an amount in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)50,000, in any calendar year; (vii) any agreement involving any officer, director Contract relating to indebtedness for borrowed money of (or stockholder of guarantees thereof by) the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) of its Subsidiaries (other than stock subscriptionany such indebtedness owed by the Company or any wholly owned Subsidiary of the Company to the Company or any wholly owned Subsidiary of the Company, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parentand guarantees thereof); (viii) any agreement Contract that provides for the acquisition or commitment for capital expenditures disposition of any assets (other than acquisitions or dispositions of inventory or the purchase or sale of Hydrocarbons, in excess of $25,000each case, 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)ordinary course of business consistent with past practice) or business (whether by merger, sale of stock, sale of assets or otherwise) or capital stock ​ or other equity interests of any Person, in each case, with any material outstanding obligations as of the date of this Agreement; (ix) any agreement under which the consequences of a default each partnership, joint venture or termination would reasonably be expected to have a Company Material Adverse Effectlimited liability company agreement; (x) any agreement which contains Contract relating to 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)Derivative Transaction; (xi) the Sealy Ranch Lease; (xii) each joint development agreement, exploration agreement, participation, farmout, farming or program agreement or similar Contract that either (A) requires the Company or any agreementof its Subsidiaries to make expenditures from and after January 1, 2023 that would reasonably be expected to be in excess of Fifty Thousand Dollars ($50,000) in the aggregate or (B) is material to the operation of the Company and its Subsidiaries, taken as a whole; (xiii) any Contract for the gathering, transportation, processing, treating or sale of Hydrocarbons, other than as contemplated by this Agreement, relating any such Contracts that may be cancelled without material liability to the future sales Company or any of securities its Subsidiaries upon notice of 30 days or less; (xiv) any Contract pursuant to which the Company or any of its Subsidiaries has an obligation to make an investment in or loan to any other Person (other than in or to any wholly owned Subsidiary of the Company); (xv) any Contract with any Governmental Authority, other than Contracts entered into in the ordinary course of business; and (xiixvi) any other Contract involving the settlement, conciliation or similar agreement (of any Litigation or group of related agreements) threatened Litigation (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in with any year Governmental Authority or (B) not entered into pursuant to which the Company or any of its Subsidiaries are party thereto and that restricts in any material respect the Ordinary Course operations or conduct of Business, in each case which is not otherwise described in clauses (i) through (xi)the Company or any of its Subsidiaries after the date hereof. (b) The Neither the Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 nor any Subsidiary of the Company Disclosure Schedule. With respect is in breach of or default under any Company Material Contract and, to each agreement so listedthe Knowledge of the Company, as of the date hereof, no other party to any Company Material Contract is in breach of or default under any Company Material Contract, and no event has occurred through the Company’s or any of its Subsidiaries’ action, that with notice or the lapse of time or both would constitute a breach of or default or result in the termination of or a right of termination or cancelation thereunder, accelerate the performance or obligations required thereby, or result in the loss of any benefit under any Company Material Contract, in each case except as set forth would not reasonably be expected to have, individually or in Section 2.14 of the aggregate, a Company Disclosure Schedule: Material Adverse Effect. Each Company Material Contract (i) the agreement is a legal, valid, valid and binding and enforceable obligation of the Company or the Subsidiary of the Company that is party thereto and, to the Knowledge of the Company, of each other party thereto, and (ii) is in full force and effect, subject to the Enforceability Exceptions, in each case 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 expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any written notice of any other party to a Company Material Contract to terminate for default, ​ convenience or otherwise, or not renew, any Company Material Contract, in each case, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) The Company has made available to Parent all joint operating agreements in effect as of the date hereof, to which the Company or any of its Subsidiaries is a party or bound (collectively, the “Joint Operating Agreements”).

Contracts. (a) Section 2.14 Schedule 4.10(a) sets forth a true, correct and complete list of the Company Disclosure Schedule lists the following agreements (all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether written oral or oral) written, to which the Company is a party as or by which any of the date of this Agreement (other than the Transaction Documentation):its assets or properties are bound: (i) under which the Company is indemnified for or against any agreement liability, or under which the Company is or could be obligated to indemnify any Person and which involves a potential liability in excess of $10,000 or has a term of more than six months; (or group of related agreementsii) for under which the lease of Company leases personal property from or to third parties (A) which provides for under capitalized leases or under operating leases if the term of such lease payments is more than six months or the financial obligation is in excess of $25,000 10,000 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 (or group of related agreementsiii) for the purchase or sale of products or other personal property or for the furnishing or receipt of services (A) which that 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, six months or (B) 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 any Person (in each case, with a certain party; (iii) any agreement which, to value in excess of $10,000 in the knowledge of the Company, establishes a material joint venture or legal partnershipaggregate); (iv) any agreement (A) granting representation, marketing or group of related distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements); (v) 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 for borrowed money in excess of $25,000 10,000, or under which it has imposed (there is or may impose) be imposed a Security Interest security interest or other Lien on any of its assets, whether tangible or intangible; intangible (v) any agreement that purports to limit other than security interests or Liens granted in any material respect the right favor of the Company to engage in any line of business, or to compete with any person or operate in any geographical locationBuyer); (vi) establishing or maintaining any employment agreement partnership, joint venture 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)strategic alliance; (vii) concerning any agreement involving any officer, director confidentiality or stockholder non-solicitation obligations 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)Company; (viii) under which the Company is restricted from carrying on its business or any agreement part thereof, or commitment for capital expenditures from competing in excess any line 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)business or with any Person; (ix) with officers, directors, employees or consultants of the Company, in each case involving payments by the Company in excess of $10,000 per annum; (x) involving any agreement Affiliates of the Company; (xi) under which the consequences of a default or termination would reasonably be expected to have 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 will (A) receive aggregate payments from customers, (B) make aggregate payments to vendors or other suppliers or (C) make or receive aggregate payments to or incur costs from any other Persons, in each case in excess of $25,000 in any year 10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (Bxiv) not entered into in the Ordinary Course ordinary course of Business, in each case which is business and not otherwise described disclosed on Schedule 4.10(a) in clauses (i) through (xi)response to any of the foregoing clauses; and The Company has delivered to Buyer true, correct and complete copies of each Contract in existence as of the date hereof. To the extent that written Contracts do not exist, the Company has delivered to Buyer accurate summaries of the material terms and conditions of such oral 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 of the Company Disclosure Schedule. With respect to each agreement so listedExcept as disclosed on Schedule 4.10(b), and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) each Contract existing as of the agreement date hereof is a legal, valid, valid and binding and enforceable obligation of the Company, enforceable against the Company in accordance with its terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability), and (ii) to the Knowledge of the Company, each Contract existing as of the date hereof is a legal, valid and binding obligation of the other parties thereto, enforceable against the other parties in accordance with its terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) and is in full force and effect. The Company is and, 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 Knowledge of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company each other party to each Contract existing as of the transactions contemplated hereby or therebydate hereof are, 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 compliance 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 agreementthereof, and no default or 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, or 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 Effectthereto exists thereunder.

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) Except for this Agreement, the Asset Exchange Agreement and the Omnibus Termination Agreement, the other agreements executed contemporaneously herewith or therewith and Contracts listed on Section 2.14 3.15(a) of the Company Disclosure Schedule lists Letter, and except as filed with the following agreements (whether written or oral) to which the Company is a party SEC, as of the date hereof, neither the Company nor any of this Agreement (other than the Transaction Documentation):Company Subsidiaries is a party to or is bound by any Contract that: (i) any agreement (is filed or group of related agreements) for the lease of personal property from or required 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 be filed by the Company on sixty as a “material contract” (60as such term is defined in Item 601(b)(10) days or less prior written noticeof Regulation S-K under the Securities Act); (ii) relates to any partnership, joint venture, co-investment, limited liability, strategic alliance or similar agreement involving the Company or any Company Subsidiary (other than any such agreement solely between or group among the Company and its Subsidiaries); (iii) contains any non-compete, exclusivity, “most favored nations” or other similar provision that limits or purports to limit, in any material respect, either the type of related agreementsbusiness in which the Company or any Company Subsidiary (or, after giving effect to the Mergers, Parent or its Subsidiaries) for may engage, the purchase terms or sale conditions the Company or any Company Subsidiary (or, after giving effect to the Mergers, Parent or its Subsidiaries) can offer to any other Person, or the geographic area in which the Company or any Company Subsidiary (or, after giving effect to the Mergers, Parent or its Subsidiaries) may so engage; (iv) involves any pending or future acquisition or disposition of products or for the furnishing or receipt of services (A) which calls for performance over real property or real property interest or (B) except as in the ordinary course of business consistent with past practice, any material personal property, in each case, with a period fair market value in excess of more than one year$1,000,000; (v) involves any pending or contemplated merger, is not cancellable without penalty by consolidation or similar business combination transaction with the Company on sixty or any of the Company Subsidiaries; (60vi) days by its terms obligates the Company or less prior written notice and involves more any Company Subsidiary to make expenditures (other than principal and/or interest payments or the sum deposit of other reserves with respect to debt obligations) or entitled to payments (A) in excess of $25,000 per annum1,000,000, in any 12-month period 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)2,000,000 in the aggregate over the term of such Contract; (vii) relates to the settlement or proposed settlement of any agreement involving dispute or Action in which the amount to be paid in settlement involves (A) the issuance of any officer, director or stockholder of securities by the Company or any affiliate Company Subsidiary or (as defined B) the payment of any cash or other consideration having a value, in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other each case, of more than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)$1,000,000; (viii) contains a standstill or similar Contract pursuant to which the Company or any agreement Company Subsidiary has agreed not to acquire assets or commitment for capital expenditures in excess securities 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 other Person; (ix) any agreement is of the type that is or would be required to be disclosed under which Item 404 of Regulation S-K under the consequences of a default or termination would reasonably be expected to have a Company Material Adverse EffectSecurities Act; (x) any agreement which contains any provisions requiring involves the lease by the Company or to indemnify any other party thereto Company Subsidiary (excluding indemnities contained in agreements for the purchase, sale or license as lessors) of products entered into in the Ordinary Course of Business)any Retained Assets; (xi) was entered into with any agreementCompany Subsidiary or any other Person in which the Company holds, other than as contemplated by this Agreementdirectly or indirectly, relating any ownership interest which relates to the future sales of securities rights of the Company; andCompany with respect to voting, rights of first offer, rights of first refusal or other similar rights regarding equity interests in such Person; (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs evidences a capitalized lease obligation in excess of $25,000 5,000,000, or that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage, suretyship, “keep well” or other agreement providing for or guaranteeing indebtedness of any Person in any year excess of $5,000,000 (other than surety or (B) not performance bonds, letters of credit or similar agreements entered into in the Ordinary Course ordinary course of Business, business consistent with past practice in each case to the extent not drawn upon), except for any Contract solely among or between the Company and any Company Subsidiary; (xiii) contains restrictions on the ability of the Company, the Partnership or any Company Subsidiary to pay dividends or other distributions (other than pursuant to the Company Charter, Company Bylaws, the Partnership Agreement or any Existing Loan Document); (xiv) purports to bind Affiliates of the Company (other than any Company Subsidiary) in any material respect, excluding any Contracts where such Affiliates of the Company are also parties to such Contracts; (xv) contains a put, call or similar right pursuant to which is not otherwise the Company or any Company Subsidiary could be required to purchase or sell, as applicable, any equity interests of any Person or assets that have a fair market value or purchase price of more than $1,000,000, or constitutes an interest rate cap, interest rate collar, interest rate swap or other Contract relating to a hedging transaction. Each such Contract described in clauses (i) through (xi)xv) above is referred to herein as a “Material Contract.” (b) The Company has delivered or made available to the Parent a complete Each Material Contract is valid and accurate copy of each agreement listed in Section 2.14 of binding on the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of or 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 orSubsidiary party thereto and, to the knowledge of the Company, any other party under such contractthereto, and is in full force and effect, except for any breachsuch failures to be valid and binding or to be in full force and effect that would not, violation individually or default that has not had and in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be anticipated expected to have a Material Adverse Effect, the Company, or the Company Subsidiary party thereto, has performed all obligations required to be performed under such Material Contracts prior to the date of this Agreement. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no default under any Material Contract by the Company or any Company Subsidiary party thereto or, to the knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any Company Subsidiary party thereto or, to the knowledge of the Company, by any other party thereto. Neither the Company nor any Company Subsidiary has given or received notice of any violation or default under any Material Contract, except for violations or defaults that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Company has made available to Parent prior to the date of this Agreement, accurate and complete copies of all written Material Contracts, including all amendments thereto as in effect as of the date of this Agreement. (d) Neither the Company nor any of the Company Subsidiaries is a party to or bound by any material Government Contracts.

Contracts. (a) Section 2.14 Schedule 3.5(a) contains a true and complete list (organized by subclause) of all Contracts related to the Business to which Seller is a party, or by which any of its property or assets are bound, that fall into one (1) or more of the Company Disclosure Schedule lists following categories (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“Business Contracts”): (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 all Contracts involving aggregate payment by Seller in excess of $25,000 per annum following the Closing Date or requiring unsatisfied performance by any party more than six (B6) which has a remaining term longer than 12 months and is from the Closing Date, which, in each case, cannot cancellable be cancelled 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 without 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); (ii) all Contracts between or among the Seller, on the one hand, and any stockholders, officers, directors, members, managers or Affiliate of Seller, on the other hand; (iii) all Contracts providing product or service warranties to third parties; (iv) all Contracts that require Seller to purchase or sell a material stated portion of the requirements or outputs of the Business; (v) all Contracts the primary purpose of which is to indemnify any Person or the assumption of any Tax or other Liability of any Person; (vi) all Contracts (excluding, for the avoidance of doubt, any Permit) with any Governmental Authority including any county or local recording office; (vii) all Contracts that limit or purport to limit the ability of Seller to compete in any agreement involving line of business or with any officer, director Person or stockholder in any geographic area or during any period 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)time; (viii) any agreement all joint venture, partnerships 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)similar Contracts; (ix) any agreement under which all powers of attorney related to the consequences of a default or termination would reasonably be expected to have a Company Material Adverse EffectPurchased Assets; (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)all Intellectual Property Agreements; (xi) any agreement, other than as contemplated by this all Contracts governing the Excluded Intellectual Property (the “Excluded Intellectual Property Agreements”); (xii) except for Contracts relating to trade receivables and the Loan Agreement, all Contracts relating to Encumbrances against the future sales of securities of the CompanyPurchased Assets; and (xiixiii) any all other agreement (or group Contracts related to the Purchased Assets. Seller has furnished accurate and complete copies of related agreements) (A) under which all of the Company is obligated Business Contracts 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)Buyer. (b) The Company has delivered or made available to the Parent a complete and accurate copy of Business Contracts include each agreement listed in Section 2.14 of the Company Disclosure ScheduleAssigned Contracts. With respect to each agreement so listed, and except as set forth in Section 2.14 Each of the Company Disclosure Schedule: (i) the agreement Business Contracts that is a legal, valid, Purchased Asset is a valid and binding and enforceable obligation of Seller and, to Seller’s Knowledge, the Company and other parties thereto, enforceable in full force and effectaccordance with its terms, except as such enforceability may be limited under subject to applicable bankruptcy, and insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles the exercise of equity whether applied judicial discretion 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 accordance with general principles of equity. Except as set forth on Schedule 3.5(b), 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 have not been any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending material defaults by Seller or, to the knowledge Knowledge of Seller, material defaults or any claims of material default or claims of material non-enforceability by the other party or parties under or with respect to any of the CompanyBusiness Contracts that is a Purchased Asset, is threatenedand to the Knowledge of Seller, there are no facts or conditions that have occurred or, as to assignability, except for the transaction contemplated by this Agreement, which, after with the passage of time or the giving of notice, with lapse of time, or otherwiseboth, would constitute a breach or material default by the Company orSeller, or to the knowledge Knowledge of Seller, by the other party or parties, under any of the Company, Business Contracts that is a Purchased Asset or would cause a creation or imposition of any other party under such contract, except for Encumbrance upon any breach, violation of the Purchased Assets or default that has not had otherwise would materially and would not reasonably be anticipated to have a Company Material Adverse Effectadversely affect the Purchased Assets.