Common use of Contracts Clause in Contracts

Contracts. (a) Schedule 4.10(a) sets forth a true, correct and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, to which the Company is a party or by which any of its assets or properties are bound: (i) under which the Company is indemnified for or against any 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; (ii) under which the Company leases personal property from or to third parties under capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iii) for the purchase or sale of products or other personal property or for the furnishing or receipt of services (A) that calls for performance over a period of more than six months or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value in excess of $10,000 in the aggregate); (iv) (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements); (v) under which the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $10,000, or under which there is or may be imposed a security interest or other Lien on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer); (vi) establishing or maintaining any partnership, joint venture or strategic alliance; (vii) concerning any confidentiality or non-solicitation obligations of the Company; (viii) under which the Company is restricted from carrying on its business or any part thereof, or from competing in any line of 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 Affiliates of the Company; (xi) under which the consequences of a default or termination would reasonably be expected to have, a Material Adverse Effect; (xii) under which the Company 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 from any other Persons, in each case in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in 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) Except as disclosed on Schedule 4.10(b), (i) each Contract existing as of the date hereof is a legal, valid and binding 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, to the Knowledge of the Company each other party to each Contract existing as of the date hereof are, in compliance with the terms thereof, and no default or event of default by the Company or any other party thereto exists thereunder.

Contracts. (a) Schedule 4.10(a) sets forth a trueTSG has provided SJET with the following contracts, correct and complete list of all Contractsagreements, leases, licenses, arrangements, commitments, licensessales orders, agreements, obligations purchase orders or binding arrangementsany claim or right or any benefit or obligation arising there under or resulting there from and currently in effect, whether oral or written, to which the Company TSG is a party or by which any of its assets or properties are bound:("Contracts"): (i) under which the Company is indemnified for any Contract (or against any liability, or under which the Company is or could be obligated to indemnify any Person and which involves a potential liability in excess group of $10,000 or has a term of more than six months; (ii) under which the Company leases personal property from or to third parties under capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iiirelated Contracts) for the purchase or sale lease of products or other personal property to or for the furnishing or receipt of services (A) that calls for performance over a period of more than six months or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value in excess of $10,000 in the aggregate); (iv) (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements); (v) under which the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness person providing for borrowed money in excess of $10,000, or under which there is or may be imposed a security interest or other Lien on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer); (vi) establishing or maintaining any partnership, joint venture or strategic alliance; (vii) concerning any confidentiality or non-solicitation obligations of the Company; (viii) under which the Company is restricted from carrying on its business or any part thereof, or from competing in any line of business or with any Person; (ix) with officers, directors, employees or consultants of the Company, in each case involving lease payments by the Company in excess of $10,000 per annum; (xii) involving any Affiliates Contract (or group of related Contracts) for the Companypurchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a loss to TSG, or involve consideration in excess of $10,000; (xiiii) any Contract concerning a partnership or joint venture; (iv) any Contract (or group of related Contracts) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation or under which it has imposed a lien on any of its assets, tangible or intangible; (v) any Contract concerning confidentiality or noncompetition; (vi) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance or other plan or arrangement for the benefit of its current or former directors, officers, and employees; (vii) any Contract under which its has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (viii) any Contract under which the consent of the other party thereto is required in connection with the assignment of such Contract in connection with the transaction contemplated hereby; (ix) any Contract under which the consequences of a default or termination would reasonably be expected to have, could have a Material Adverse Effect;material adverse effect on TSG; or (xiix) under which the Company 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 from any other Persons, in each case Contract (or group of related Contracts) the performance of which involves consideration in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in 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 Contracts10,000. (b) Except as disclosed on Schedule 4.10(b)All Contracts have been duly authorized and delivered by TSG and, any third party thereto, are in full force and effect against TSG and constitute the valid and binding obligations of TSG and, the respective parties thereto enforceable in accordance with their respective terms. As to the Contracts, (i) each Contract there are no existing as of breaches or defaults by TSG there under or, by the date hereof is a legal, valid and binding 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 other parties to or limiting creditors’ rights generally or by equitable principles relating to enforceability), and such Contracts; (ii) no event, act or omission has occurred or, as a result of the consummation of the transactions contemplated hereby, will occur which (with or without notice, lapse of time or the happening or occurrence of any other event) would result in a default by TSG there under or give cause for termination thereof, provided that insofar as the foregoing representation involves the actions or omissions of parties other than TSG, it shall be limited to the Best Knowledge of the Company, each Contract existing as TSG; (iii) none of them will result in any loss TSG upon completion or performance thereof; and (iv) none 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, to the Knowledge Contracts have expressed and indication to TSG of the Company each other party their intention to each Contract existing as of the date hereof arecancel, in compliance with the terms thereofrenegotiate, and no default or event of default by the Company exercise or not exercise any other party thereto exists thereunderoption under any such Contract.

Contracts. (a) Section 3.16 of the Schedule 4.10(a) sets forth of Exceptions contains a true, correct and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, the following contracts and other agreements to which the Company is a party, whether written or oral, other than those contracts and other agreements that have been fully performed by all parties thereto and under which no party thereto has any rights or by which any of its assets or properties are boundobligations: (ia) under which any agreement (or group of related agreements) for the Company is indemnified for lease of personal property to or against any liability, or under which the Company is or could be obligated to indemnify from any Person and which involves a potential liability for over $50,000 in excess of $10,000 or has a term of more than six monthsany 12-month period; (iib) under which any agreement for the Company leases personal property from purchase, sale or to third parties under capitalized leases or under operating leases if the term lease of such lease is more than six months or the financial obligation is in excess of $10,000 per yearreal property; (iiic) any agreement (or group of related agreements) for the purchase or sale of products any raw materials, commodities, supplies, products, or other personal property property, or for the furnishing or receipt of services (A) that calls for performance over a period of more than six months or (B) in which the Company has agreed was paid (or paid) more than $50,000 in either 2013 or 2014 or is entitled to purchase a minimum quantity of goods receive (or services or has agreed obligated to purchase goods or services exclusively from pay) more than $50,000 in any Person (in each case12-month period commencing after December 31, with a value in excess of $10,000 in the aggregate)2014; (ivd) (A) any agreement granting representationany Person the exclusive right to market, marketing sell or distribution rights distribute any of the Company’s products, whether in any geographic territory, to any customer or (B) relating to Company Intellectual Property (including licenseaccount, development or similar agreements)otherwise; (ve) any agreement concerning a partnership, joint venture or other similar arrangement involving a sharing of profits and losses with any Person; (f) except for agreements relating to trade receivables entered into in the Ordinary Course of Business, any agreement (or group of related agreements) under which the Company it has created, incurred, assumed assumed, or guaranteed (any Indebtedness, or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $10,000, any capitalized lease obligation or under which there is or may be it has imposed a security interest or Lien (other Lien than a Permitted Lien) on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer)intangible; (vig) establishing or maintaining any partnership, joint venture or strategic alliance; (vii) concerning any confidentiality or non-solicitation obligations of the Company; (viii) under agreement which materially restricts the Company is restricted from carrying on its business or any part thereof, or from competing in any line of business or with any Persongeographic area; (ixh) with 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, directorsand employees; (i) any collective bargaining agreement; (j) any agreement for the employment of any individual on a full-time, employees part-time, consulting, or consultants other basis (including leased persons); (k) any agreement pertaining to the marketing, sale or distribution of any of the Company, in each case involving payments by ’s products (including any agreements creating an agency relationship or providing for the Company in excess resale of $10,000 per annumany of the Company’s products); (xl) involving any Affiliates agreement requiring the Company to pay to any Person a royalty, commission or other payment, the amount of which is based in whole or in part on the sales of products by the Company; (xim) under which the consequences of a default or termination would reasonably be expected to have, a Material Adverse Effect; (xii) any agreement under which the Company will has advanced or loaned any amount to any of its directors, officers or employees; (An) receive aggregate payments any agreement under which the Company has advanced or loaned any amount to any other Person; (o) any agreement that requires the Company to purchase its total requirements of any product or service from customersa third party or that contains “take or pay” provisions; (p) any agreement with any Company Stockholder or their Affiliates; (q) any agreement that relates to the acquisition or disposition of any business division or material assets or properties (whether by merger, sale of stock, sale of assets or otherwise); (Br) make aggregate payments any agreement that relates to vendors the compromise or settlement of any litigation or arbitration or other suppliers or proceeding; and (Cs) make or receive aggregate payments to or from any other Persons, in each case agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000 per annum; 100,000 or that is otherwise material to the Company or the Business or the Company’s condition (xiii) which is not terminable on sixty (60financial or otherwise) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course results of business and not otherwise disclosed on Schedule 4.10(a) in response to any of the foregoing clauses; and operations. The Company has delivered made available to Buyer true, Parent a correct and complete copies copy of each Contract in existence such written agreement as of the amended to date hereof. To the extent that and a written Contracts do not exist, the Company has delivered to Buyer accurate summaries of summary setting forth the material terms and conditions of each such oral Contracts. (b) Except as disclosed on Schedule 4.10(b), agreement. With respect to each such agreement: (i) each Contract existing as of the date hereof agreement is a legal, valid and binding valid, binding, enforceable obligation of the CompanyCompany and, 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 party 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 effect in accordance with its terms in all material respects, subject in each case to the Enforceability Limitations; (ii) neither the Company is andnor, to the Knowledge of the Company each other party to each Contract existing as of the date hereof areCompany, in compliance with the terms thereof, and no default or event of default by the Company or any other party thereto exists thereunderis 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 the agreement; and (iii) no party has repudiated in writing any material provision of the agreement.

Contracts. (ass.4(o) of the Disclosure Schedule 4.10(a) sets forth a true, correct lists the following contracts and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, other agreements to which the Company is a party or by which any of its assets or properties are boundparty: (i) under which any agreement (or group of related agreements) as of June 30, 1997 for the Company is indemnified for or against any liability, or under which the Company is or could be obligated to indemnify any Person and lease of personal property which involves a potential liability annual payments in excess of $10,000 and which may not be terminated by the Company for any reason and without payment of any premium or has a term of more than six monthspenalty upon thirty (30) days' notice to or from any Person; (ii) under which the Company leases personal property from any agreement (or to third parties under capitalized leases or under operating leases if the term group of such lease is more than six months or the financial obligation is in excess related agreements) as of $10,000 per year; (iii) June 30, 1997 for the purchase or sale of products raw materials, commodities, supplies, products, or other personal property property, or for the furnishing or receipt of services (A) that calls for services, the performance of which will extend over a period of more than six months one year and involves the payment or (B) in which the Company has agreed to purchase a minimum quantity receipt of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value amount in excess of $10,000 10,000; (iii) any agreement concerning the Company's investments or equity participation in the aggregate)a partnership or joint venture; (iv) any agreement (Aor group of related agreements) granting representationas of June 30, marketing 1997 under which it has created, incurred, assumed, or distribution rights guaranteed any indebtedness for borrowed money, or (B) relating to Company Intellectual Property (including license, development or similar agreements)any capitalized lease obligation which involves the payment of any amount in excess of $10,000; (v) under which any agreement concerning confidentiality, noncompetition or other commitment limiting the ability of a party to compete in any line of business, with any person or in any geographic area, whether for the benefit of the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $10,000, or under which there is or may be imposed a security interest or other Lien on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer)third party; (vi) establishing or maintaining any partnershipagreement as of June 30, joint venture or strategic alliance1997 with any of the Sellers and their Affiliates (other than the Company); (vii) concerning any confidentiality profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or non-solicitation obligations other plan or arrangement for the benefit of the Company's current or former directors, officers, and employees; (viii) under which the Company is restricted from carrying on its business or any part thereofcollective bargaining agreement as of June 30, or from competing in any line of business or with any Person1997; (ix) with officersany agreement as of June 30, directors1997 for the employment of any individual on a full-time, employees part-time, consulting, or consultants of the Company, in each case involving payments by the Company in excess of $10,000 per annumother basis; (x) involving any Affiliates agreement as of the CompanyJune 30, 1997 under which it has advanced or loaned any amount to any of its directors, officers, and employees; (xi) any agreement under which the consequences of a default or termination would reasonably be expected to have, could have a Material Adverse Effect; (xii) under which the Company 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 from any other Persons, in each case agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000 per annumand may not be terminated by the Company for any reason and without penalty or premium upon thirty (30) days' notice; (xiii) which is not terminable on sixty a list of all of the Customer Contracts and the status thereof including specifically the combined job cost analysis in the form of Exhibit ss.4(o)(c) to ss.4(o) of the Disclosure Schedule (60) or fewer days’ notice without cost or penalty; andthe "Contract Statement"); (xiv) a list of all of the Subcontracts and the status thereof including specifically the following information with respect to each such Subcontract: contract number, name and address of subcontractor, vendor or supplier, a description of work to be performed thereunder, original Subcontract price, value and description of all approved change orders, the value and description of all unapproved change order requests by any such subcontractor, vendor or supplier, subcontract ▇▇▇▇▇▇▇▇ to date by any such subcontractor, vendor or supplier, and payments made by the Company to such subcontractor, vendor or supplier to date (the "Subcontract Statement"); (xv) each other agreement, contract, or commitment (other than Customer Contracts not entered into listed on ss.4(o)(xv) of the Disclosure Schedule) which contain terms providing for the termination, default, loss of rights or privileges, acceleration of payment, or any other change in the ordinary course terms or conditions of business and not otherwise disclosed on Schedule 4.10(a) in response to any such document upon the sale or exchange of a majority of the foregoing clauses; and common stock of the Company or upon any change in control of the Company, except where any such termination, default, loss of rights or privileges, acceleration of payment or other change in terms or conditions would not have a Material Adverse Effect. The Company has Sellers have delivered or provided to the Buyer true, (or its representatives) a correct and complete copies copy of each Contract written agreement listed in ss.4(o) of the Disclosure Schedule (as amended to date) that was in existence as of the date hereof. To the extent that June 30, 1997 and a written Contracts do not existsummary, the Company has delivered to Buyer accurate summaries contained in ss.4(o) of the material Disclosure Schedule, setting forth the terms and conditions of such each oral Contracts. (bagreement referred to in ss.4(o) Except as disclosed on Schedule 4.10(b), (i) each Contract existing as of the date hereof Disclosure Schedule and, for such contracts entered into after June 30, 1997, will make available a copy of each such agreement, or a written summary thereof in the case of oral agreements. With respect to each such agreement: (A) the agreement is a legal, valid and binding obligation of the Companyvalid, enforceable against the Company in accordance with its terms (except as enforcement may be limited by bankruptcybinding, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability)enforceable, 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; (B) the agreement will continue to be legal, to valid, binding, enforceable, and in full force and effect on identical terms following the Knowledge consummation of the transactions contemplated hereby (except for breaches or modifications involving acts or conduct of the Company each after the Closing Date); (C) the Company is not, and to Seller's knowledge, no other party to each Contract existing as of the date hereof arethereto is, in compliance with the terms thereofbreach or default, and no default event has occurred which with notice or event lapse of default by time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) the Company or any has not, and to Seller's Knowledge, no other party thereto exists thereunderhas, repudiated any provision of the agreement.

Contracts. (a) Section 3.11(a) of the Merger Partner Disclosure Schedule 4.10(a) sets forth a truelists the following Contracts of Merger Partner in effect as of the date of this Agreement (in each case, correct and complete list of all excluding Excluded Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, to which the Company is a party or by which any of its assets or properties are bound:): (i) under which the Company is indemnified for any Contract (or against any liability, or under which the Company is or could be obligated to indemnify any Person and which involves a potential liability in excess group of $10,000 or has a term of more than six months; (ii) under which the Company leases personal property from or to third parties under capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iiirelated Contracts) for the purchase or sale of products or other personal property or for the furnishing or receipt of services (A) that calls for performance over a period which expressly requires aggregate payments by or to Merger Partner of more than six months $200,000 or (B) in which the Company Merger Partner has agreed granted manufacturing rights, “most favored nation” pricing provisions or marketing or distribution rights relating to purchase a minimum quantity of goods any products or services territory, or has agreed to purchase goods or services exclusively from a particular party or to a right of first offer, right of first refusal, right of first negotiation in favor of any Person third party; (ii) any Contract under which ▇▇▇▇▇▇ Partner has granted to a third party a license under, or option or covenant not to sue with respect to, any Merger Partner Intellectual Property; (iii) any Contract under which Merger Partner is prohibited from selling, licensing or otherwise distributing any of its technology or products, or providing services to, customers or potential customers or any class of customers, in each caseany geographic area, with a value in excess during any period of $10,000 in time or any segment of the aggregate)market or line of business; (iv) any (A) granting representationemployment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, marketing transaction, retention or distribution rights or other special remuneration) that provides for base salary and target bonus, when taken together, of at least $200,000 and (B) relating to Company Intellectual Property individual independent contractor or consulting Contract that involves or could involve payments in excess of $150,000 within any twelve (including license, development or similar agreements)12) month period; (v) under which the Company has createdany Contract, incurredplan, assumed policy or guaranteed (program providing for severance, termination compensation, retention or may createstay pay, incur, assume change in control payments or guarantee) indebtedness for borrowed money in excess of $10,000, or under which there is or may be imposed a security interest or other Lien on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer)transaction-based bonuses; (vi) establishing any settlement Contract or maintaining settlement-related Contract (including any partnership, joint venture or strategic allianceContract in connection with which any employment-related claim is settled) under which either side has remaining financial obligations; (vii) concerning any confidentiality dealer, distribution, joint marketing, joint venture, joint development, partnership, strategic alliance, collaboration, development agreement or non-solicitation obligations of the Companyoutsourcing arrangement; (viii) under any Contract for the conduct of research studies, pre-clinical or clinical studies, manufacturing, distribution, supply, marketing or co-promotion of any products in development by or which the Company has been or which is restricted from carrying being marketed, distributed, supported, sold or licensed out, in each case by or on its business or any part thereof, or from competing in any line behalf of business or with any Person;Merger Partner; and (ix) with officers, directors, employees any Contract that involved or consultants of the Company, in each case involving payments by the Company in excess of $10,000 per annum; (x) involving any Affiliates of the Company; (xi) under which the consequences of a default or termination would reasonably be expected to have, a Material Adverse Effect; (xii) under which the Company will result in (A) receive aggregate payments from customersthe grant or transfer to any third party of any new license or other interest under, the abandonment, assignment to any third party, or modification or loss of any right with respect to, or the creation of any Lien (excluding a Permitted Lien) on any Merger Partner Intellectual Property, (B) make aggregate payments the grant or transfer to vendors any third party of any license or other suppliers interest under, or any covenant not to sue with respect to, any Public Company Intellectual Property; or (C) make Merger Partner, Public Company or receive aggregate payments any of their respective Affiliates being obligated to pay any penalty or from any other Persons, in each case in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) new or fewer days’ notice without cost increased royalty or penalty; and (xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in response fee 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 Contractsindividual or entity under any agreement governing any Merger Partner Intellectual Property. (b) Except as disclosed on Schedule 4.10(bMerger Partner has made available to Public Company a complete and accurate copy of each Contract listed in Sections 3.10(a), 3.10(g), 3.10(h), and 3.11(a) of the Merger Partner Disclosure Schedule. With respect to each Contract so listed or that should be listed: (i) each the Contract existing as of the date hereof is a legal, valid valid, binding and binding obligation enforceable and in full force and effect against Merger Partner, as applicable, and, to the knowledge of Merger Partner, against each other party thereto, as applicable, subject to 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), Bankruptcy and Equity Exception; and (ii) to the Knowledge none of the CompanyMerger Partner, 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 andnor, to the Knowledge knowledge of the Company each Merger Partner, any other party to each Contract existing as of the date hereof areparty, is in compliance with the terms thereofmaterial breach or violation of, or default under, any such Contract, and no default event has occurred, is pending or, to the knowledge of Merger Partner, is threatened, which, with or event without notice or lapse of time, or both, would constitute a material breach or default by ▇▇▇▇▇▇ Partner or, to the Company or knowledge of Merger Partner, any other party thereto exists thereunderunder such Contract, except for such breaches, violations or defaults that, individually or in the aggregate, have not had, and are not reasonably likely to have, a Merger Partner Material Adverse Effect. (c) For purposes of this Agreement, the term “Contract” shall mean, with respect to any Person, any written, oral or other agreement, contract, subcontract, lease (whether for real or personal property), mortgage, understanding, arrangement, instrument, note, option, warranty, license, sublicense, insurance policy, benefit plan or commitment or undertaking of any nature to which such Person is a party or by which such Person or any of its assets are bound under applicable Law.

Contracts. Except as otherwise disclosed in Schedules 3.13 (Real Property), 3.14(Intellectual Property), 3.20 (Insurance), 3.23 (Employment) and 3.27 (Customers and Suppliers) of the Disclosure Letter, Schedule 3.17 of the Disclosure Letter lists each Contract to which any Acquired Entity is a party which: (a) Schedule 4.10(a) sets forth a true, correct and complete list is for the lease of all Contracts, commitments, licenses, agreements, obligations personal property to or binding arrangements, whether oral or written, to which the Company is a party or by which any of its assets or properties are bound: (i) under which the Company is indemnified for or against any liability, or under which the Company is or could be obligated to indemnify from any Person and which involves a potential liability providing for lease payments in excess of $10,000 or has a term of more than six months£100,000 per annum; (iib) under which the Company leases personal property from or to third parties under capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iii) for the purchase or sale of products raw materials, commodities, supplies, products, or other personal property property, or for the furnishing or receipt of services (A) that calls for services, the performance of which will extend over a period of more than six months one year, that is known to result in a loss to Acquired Entity on completion of such Acquired Entities’ obligations, or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value involve consideration in excess of $10,000 in the aggregate)£100,000; (ivc) (A) granting representationconcerns an investment or interest in a limited liability company, marketing or distribution rights or (B) relating to Company Intellectual Property (including licensepartnership, development joint venture, or similar agreements)arrangement; (vd) any Contract under which the Company it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume or guarantee) indebtedness any Liability for borrowed money or any capitalized lease in excess of $10,000£100,000, or under which there is it has imposed or may be imposed a security interest or other Lien suffered to exist an Encumbrance on any of its assets, whether tangible ; (e) any Contract concerning non-competition; (f) any Seller or intangible any of their Affiliates (other than security interests or Liens granted in favor of Buyer)the Acquired Entities) is also a party; (vig) establishing or maintaining any partnership, joint venture or strategic allianceis a collective bargaining Contract; (viih) concerning advances or loans or guarantees any confidentiality loan in any amount to any of its directors or non-solicitation obligations officers or any Seller or, outside the Ordinary Course of the CompanyBusiness, to its employees that are not Sellers; (viiii) under which any Contract for the Company is restricted from carrying employment of any individual on its business a full-time, part-time, consulting, independent contractor or any part thereof, other basis providing annual compensation in excess of £50,000 or from competing in any line of business or with any Personproviding severance benefits; (ixj) with officers, directors, employees or consultants the performance of the Company, in each case involving payments which involves consideration payable by the Company any Acquired Entity in excess of $10,000 per annum; (x) involving any Affiliates of the Company; (xi) under which the consequences of a default or termination would reasonably be expected to have, a Material Adverse Effect; (xii) under which the Company 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 from any other Persons, in each case in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty£100,000; and (xivk) not entered into in is outside the ordinary course Ordinary Course of business and not otherwise disclosed on Schedule 4.10(a) in response to any of the foregoing clauses; and The Company has Business. Management Sellers have delivered to Buyer true, a correct and complete copies copy of each written Contract (as amended to date) required to be listed in existence as Schedule 3.17 of the date hereof. To Disclosure Letter and a written summary setting forth the extent that written Contracts do not exist, the Company has delivered to Buyer accurate summaries of the material terms and conditions of each oral Contract required to be referred to in Schedule 3.17 of the Disclosure Letter. With respect to each such oral Contracts.Contract: (bA) Except as disclosed the Contract is legally binding on Schedule 4.10(b), (i) each Contract existing as of the date hereof is a legal, valid parties to it in full force and binding obligation of the Company, enforceable against the Company effect in accordance with its terms respective 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 (iiB) to the Knowledge of Management Sellers’ Knowledge, 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 will continue in full force and effect. The Company is and, effect on identical terms following the consummation of the Transactions; (C) to the Knowledge of the Company each other Management Sellers’ Knowledge, no party to each Contract existing as of the date hereof are, is in compliance with the terms thereofmaterial breach, and no default event has occurred which, with notice or event lapse of default by time, would constitute a material breach, under the Company Contract; (D) no party to the Contract has repudiated, or advised the Acquired Entities or the Management Sellers in writing that it intends to repudiate, any provision of the Contract; and (E) no party to the Contract has notified the Acquired Entities or any other party thereto exists thereunderof the Management Sellers in writing that they intend to terminate the Contract or that they do not intend to renew the Contract when it comes to the end of its current term.

Contracts. (a) Schedule 4.10(a3.14(a) sets forth a true, correct lists all written contracts and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, other agreements Related to the Business to which the Company ROI or any of its Subsidiaries is a party or by which any of its their properties or assets or properties are bound:, having the following description(s) (collectively, the "Material Contracts"): (i) under which any agreement (or group of related agreements) Related to the Company is indemnified Business for or against any liability, or under which the Company is or could be obligated to indemnify any Person and which involves a potential liability in excess lease of $10,000 or has a term of more than six months; (ii) under which the Company leases personal property from to or to third parties under capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iii) for the purchase or sale of products or other personal property or for the furnishing or receipt of services (A) that calls for performance over a period of more than six months or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value in excess of $10,000 in the aggregate); (iv) (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements); (v) under which the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness providing for borrowed money in excess of $10,000, or under which there is or may be imposed a security interest or other Lien on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer); (vi) establishing or maintaining any partnership, joint venture or strategic alliance; (vii) concerning any confidentiality or non-solicitation obligations of the Company; (viii) under which the Company is restricted from carrying on its business or any part thereof, or from competing in any line of business or with any Person; (ix) with officers, directors, employees or consultants of the Company, in each case involving lease payments by the Company in excess of $10,000 per annum; (xii) involving any Affiliates agreement (or group of related agreements) Related to the CompanyBusiness for the purchase or sale of supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year or involve consideration in excess of $10,000; (xiiii) any agreement Related to the Business concerning a partnership or joint venture or other contract or agreement involving a sharing of profits, losses, costs or liabilities by ROI, Seller or any of their Affiliates with any other Person; (iv) any agreement (or group of related agreements) under which the consequences ROI or any of a default its Subsidiaries has created, incurred, assumed, or termination would reasonably be expected to haveguaranteed any indebtedness for borrowed money, a Material Adverse Effect; (xii) under which the Company will (A) receive aggregate payments from customersor any capitalized lease obligation, (B) make aggregate payments to vendors or other suppliers or (C) make or receive aggregate payments to or from any other Persons, in each case in excess of $10,000 per annumor under which it has imposed an Encumbrance on any of Transferred Assets, tangible or intangible; (xiiiv) any material agreement Related to the Business concerning confidentiality; (vi) any material agreement of ROI or Seller with any of Seller's Affiliates which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; andRelated to the Business; (xivvii) not entered into any agreement Related to the Business which contains any provision or covenant limiting (A) the ability of Seller to engage in any line of business, to compete with any Person, to do business with any Person in any location or to employ any Person, (B) the ordinary course ability of any Person to compete with or obtain products or services from Seller or (C) the ability of Seller to do business and not otherwise disclosed on Schedule 4.10(a) in 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.other than with a specified Person or Persons; (bviii) Except as disclosed on Schedule 4.10(b), (i) each Contract existing as of the date hereof is a legal, valid any collective bargaining agreement and binding 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 any other agreements relating to organized labor; (ix) any agreement of Seller for the employment of any individual on a full-time, part-time, consulting, or limiting creditors’ rights generally other basis providing annual compensation in excess of $20,000 or by equitable principles relating to enforceability), and (ii) to the Knowledge providing severance benefits in excess 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, to the Knowledge of the Company each other party to each Contract existing as of the date hereof are, in compliance with the terms thereof, and no default or event of default by the Company or any other party thereto exists thereunder$3,000.

Contracts. (a) Part 2.10 of the Disclosure Schedule 4.10(a) sets forth a true, correct and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, to which the Company is a party or by which any of its assets or properties are boundidentifies: (i) under which each Ibex Contract relating to the Company is indemnified for or against any liabilityemployment of, or under which the Company is performance of services by, any employee, consultant or could be obligated independent contractor; (ii) each Ibex Contract relating to indemnify the acquisition, transfer, use, development, sharing or license of any technology or any Proprietary Asset; (iii) each Ibex Contract imposing any restriction on Ibex's right or ability (A) to compete with any other Person, (B) to acquire any product or other asset or any services from any other Person, to sell any product or other asset to or perform any services for any other Person and which involves or to transact business or deal in any other manner with any other Person, or (C) develop or distribute any technology; (iv) each Ibex Contract creating or involving any agency relationship, distribution arrangement or franchise relationship; (v) each Ibex Contract relating to the acquisition, issuance or transfer of any securities; (vi) each Ibex Contract relating to the creation of any Encumbrance with respect to any asset of Ibex; (vii) each Ibex Contract involving or incorporating any guaranty, any pledge, any performance or completion bond, any indemnity or any surety arrangement; (viii) each Ibex Contract creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses, costs or liabilities; (ix) each Ibex Contract relating to the purchase or sale of any product or other asset by or to, or the performance of any services by or for, any Related Party (as defined in Section 2.18); (x) each Ibex Contract constituting or relating to a potential liability in excess Government Contract or Government Bid; (xi) any other Ibex Contract that was entered into outside the ordinary course of $10,000 business or was inconsistent with Ibex's past practices; (xii) any other Ibex Contract that has a term of more than six months;60 days and that may not be terminated by Ibex (without penalty) within 60 days after the delivery of a termination notice by ▇▇▇▇; and (iixiii) under which the Company leases personal property from any other Ibex Contract that contemplates or to third parties under capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iii) for the purchase or sale of products or other personal property or for the furnishing or receipt of services involves (A) that calls for performance over a period the payment or delivery of more than six months cash or (B) other consideration in which the Company has agreed to purchase a minimum quantity of goods an amount or services or has agreed to purchase goods or services exclusively from any Person (in each case, with having a value in excess of $10,000 in the aggregate); (iv) (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements); (v) under which the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess performance of $10,000, or under which there is or may be imposed services having a security interest or other Lien on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer); (vi) establishing or maintaining any partnership, joint venture or strategic alliance; (vii) concerning any confidentiality or non-solicitation obligations of the Company; (viii) under which the Company is restricted from carrying on its business or any part thereof, or from competing in any line of business or with any Person; (ix) with officers, directors, employees or consultants of the Company, in each case involving payments by the Company value in excess of $10,000 per annum;in the aggregate. (Contracts in the respective categories described in clauses "(i)" through "(xiii)" above are referred to in this Agreement as "Material Contracts.") (xb) involving any Affiliates of the Company; (xi) under which the consequences of a default or termination would reasonably be expected to have, a Material Adverse Effect; (xii) under which the Company 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 from any other Persons, in each case in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in response to any of the foregoing clauses; and The Company Ibex has delivered to Buyer true, correct Castelle accurate and complete copies of each Contract all written Contracts identified in existence as Part 2.10 of the date hereofDisclosure Schedule, including all amendments thereto. To the extent that written Contracts do not exist, the Company has delivered to Buyer accurate summaries Part 2.10 of the material terms and conditions of such oral Contracts. (b) Except as disclosed on Disclosure Schedule 4.10(b), (i) each Contract existing as provides an accurate description of the date hereof terms of each Ibex Contract that is a legal, not in written form. Each Contract identified in Part 2.10 of the Disclosure Schedule is valid and binding obligation in full force and effect, and, to the best of the Companyknowledge of Ibex and the Designated Shareholders, is enforceable against the Company by Ibex in accordance with its terms terms, subject to (except as enforcement may be limited by i) laws of general application relating to 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)insolvency and the relief of debtors, and (ii) to the Knowledge rules of law governing specific performance, injunctive relief and other equitable remedies. (c) Except as set forth in Part 2.10 of the CompanyDisclosure Schedule: (i) Ibex has not violated or breached, each Contract existing as of the date hereof is a legalor committed any default under, valid and binding obligation of the other parties theretoany Ibex Contract, 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, to the Knowledge best of the Company each knowledge of Ibex and the Designated Shareholders, no other party Person has violated or breached, or committed any default under, any Ibex Contract; (ii) to each Contract existing as the best of the date hereof areknowledge of Ibex and the Designated Shareholders, in compliance with the terms thereofno event has occurred, and 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 violation or breach of any of the provisions of any Ibex Contract, (B) give any Person the right to declare a default or event exercise any remedy under any Ibex Contract, (C) give any Person the right to accelerate the maturity or performance of any Ibex Contract, or (D) give any Person the right to cancel, terminate or modify any Ibex Contract; (iii) since December 31, 1992, Ibex has not received any notice or other communication regarding any actual or possible violation or breach of, or default by under, any Ibex Contract; and (iv) Ibex has not waived any of its material rights under any Material Contract. (d) No Person is renegotiating, or has a right pursuant to the Company terms of any Ibex Contract to renegotiate, any amount paid or payable to Ibex under any Material Contract or any other party thereto exists thereundermaterial term or provision of any Material Contract. (e) The Contracts identified in Part 2.10 of the Disclosure Schedule collectively constitute all of the Contracts necessary to enable Ibex to conduct its business in the manner in which its business is currently being conducted. (f) Part 2.10 of the Disclosure Schedule identifies and provides a brief description of each proposed Contract as to which any bid, offer, award, written proposal, term sheet or similar document has been submitted or received by Ibex since January 1, 1996. (g) Part 2.10 of the Disclosure Schedule provides an accurate description and breakdown of Ibex's backlog under Ibex Contracts. (h) Except as set forth in Part 2.10(h) of the Disclosure Schedule, Ibex has not entered into and is not negotiating any Government Contract or Government Bid, and Ibex is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body under or in connection with any Government Contract or Government Bid as a result of or by virtue of (A) the execution, delivery of performance of this Agreement or any of the other agreements referred to in this Agreement, or (B) the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Contracts. (a) Section 2.15 of the Company Disclosure Schedule 4.10(alists the following agreements (written or oral) sets forth a true, correct and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, to which the Company or any Subsidiary is a party or by which any as of its assets or properties are boundthe date of this Agreement: (i) under which any agreement (or group of related agreements) for the Company is indemnified for or against any liability, or under which the Company is or could be obligated to indemnify any Person and which involves a potential liability in excess lease of $10,000 or has a term of more than six months; (ii) under which the Company leases personal property from or to third parties under capitalized leases or under operating leases if the term of such providing for lease is more than six months or the financial obligation is payments in excess of $10,000 per yearannum or having a remaining term longer than three months; (iiiii) any agreement (or group of related agreements) for the purchase or sale of products or other personal property or for the furnishing or receipt of services (A) that which calls for performance over a period of more than six months one year, (B) which involves more than the sum of $10,000, or (BC) in which the Company has granted “most favored nation” pricing provisions or 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 Person (in each casedealer, with a value in excess of $10,000 in the aggregate)joint marketing or development contract or agreement, or any sales representative, remarketer or referrer or similar agreement; (iv) (A) granting representationany agreement concerning the establishment or operation of a partnership, marketing joint venture or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements)limited liability company; (v) any agreement (or group of related agreements) under which the Company it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of (including capitalized lease obligations) involving more than $10,000, 10,000 or under which there is it has imposed (or may be imposed impose) a security interest or other Lien Security Interest on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer)intangible; (vi) establishing any agreement for the disposition of any significant portion of the assets or maintaining business of the Company (other than sales of products in the Ordinary Course of Business) or any partnership, joint venture agreement for the acquisition of the assets or strategic alliancebusiness of any other entity (other than purchases of inventory or components in the Ordinary Course of Business); (vii) any agreement concerning any confidentiality or (other than standard non-solicitation obligations disclosure agreements entered into in the Ordinary Course of the CompanyBusiness); (viii) under which the Company is restricted from carrying on its business any employment or any part thereof, or from competing in any line of business or with any Personconsulting agreement; (ix) with officersany agreement involving any current or former officer, directorsdirector, employees manager or consultants equityholder of the Company, in each case involving payments by the Company in excess of $10,000 per annumor an Affiliate thereof; (x) involving any Affiliates of the Company; (xi) agreement under which the consequences of a default or termination would reasonably be expected to have, have a Company Material Adverse Effect; (xi) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xii) under which any agreement that could reasonably be expected to have the Company will (A) receive aggregate payments from customerseffect of prohibiting or impairing the conduct of the business of the Company, (B) make aggregate payments ▇▇▇▇.▇▇▇ or any of its subsidiaries as currently conducted and as currently proposed to vendors or other suppliers or (C) make or receive aggregate payments to or from any other Persons, in each case in excess of $10,000 per annumbe conducted; (xiii) any agreement under which the Company is not terminable on sixty restricted from selling, licensing or otherwise distributing any of its technology or products, or providing services to, customers or potential customers or any class of customers, in any geographic area, during any period of time or any segment of the market or line of business; (60xiv) any agreement which would entitle any third party to receive a license or fewer days’ notice without cost any other right to intellectual property of ▇▇▇▇.▇▇▇ or penaltyany of ▇▇▇▇.▇▇▇’s Affiliates following the Closing; and (xivxv) any other agreement (or group of related agreements) either involving more than $100,000 or not entered into in the ordinary course Ordinary Course of business and not otherwise disclosed on Schedule 4.10(aBusiness. (b) in response to any of the foregoing clauses; and The Company has delivered to Buyer true, correct ▇▇▇▇.▇▇▇ a complete and complete copies accurate copy of each Contract agreement listed in existence as Section 2.13 or Section 2.15 of the date hereofCompany Disclosure Schedule. To the extent that written Contracts do not exist, the Company has delivered With respect to Buyer accurate summaries of the material terms and conditions of such oral Contracts. (b) Except as disclosed on Schedule 4.10(b), each agreement so listed: (i) each Contract existing as of the date hereof agreement is a legal, valid valid, binding and binding 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 ; (ii) the agreement will continue to be legal, valid, binding and enforceable and 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 andnor, to the Knowledge of the Company each and the Equityholders, any other party to each Contract existing as of the date hereof areparty, is in compliance with the terms thereofbreach or violation of, or default under, any such agreement, and no default event has occurred, is pending or, to the Knowledge of the Company and the Equityholders, is threatened, which, after the giving of notice, with lapse of time, or event of otherwise, would constitute a breach or default by the Company or or, to the Knowledge of the Company and the Equityholders, any other party thereto exists thereunderunder such agreement.

Contracts. (a) Schedule 4.10(aSection 5.15(a) sets forth a true, correct and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, the Parent Disclosure Letter lists the following Contracts to which the Company is a party Parent or by which any of its assets or properties are boundSubsidiaries is a party: (i) under each"material contract" (as such term is defined in Item 10.0 and in Instructions As To Exhibits of Form 20-F) to which the Company Parent or any of its Subsidiaries is indemnified for a party to or against any 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 monthsbound; (ii) under which each Contract not contemplated by this Agreement that limits the Company leases personal property from ability of Parent or any of its Subsidiaries or Affiliates to third parties under capitalized leases engage in or under operating leases if the term compete with any line of such lease is more than six months business in any location or the financial obligation is with any Person in excess of $10,000 per yearany material manner; (iii) for the purchase each Contract that creates a partnership, joint venture or sale of products or other personal property or for the furnishing or receipt of services (A) that calls for performance over a period of more than six months or (B) in which any strategic alliance with respect to the Company has agreed to purchase a minimum quantity or any of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value in excess of $10,000 in the aggregate)its Subsidiaries; (iv) (A) granting representationeach employment, marketing or distribution rights or (B) relating to Company Intellectual Property (including licenseconsulting, development services or similar agreements)Contract with any employee or independent contractor of Parent or any of its Subsidiaries involving more than $250,000 of annual compensation; (v) under which the Company has createdeach indenture, incurredcredit agreement, assumed loan agreement, security agreement, guarantee, note, mortgage or guaranteed (other evidence of Indebtedness or may create, incur, assume or guarantee) indebtedness Contract providing for borrowed money Indebtedness individually in excess of $10,000, or under which there is or may be imposed a security interest or other Lien on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer)1,000,000; (vi) establishing each Contract entered into since January 1, 2016 that relates to the acquisition or maintaining disposition, directly or indirectly, of any partnershipbusiness (whether by merger, joint venture sale of stock, sale of assets or strategic allianceotherwise) or any material assets, including any vessel (other than (A) this Agreement or (B) acquisitions or dispositions of supplies, inventory, merchandise or products (other than vessels) in the ordinary course of business or that are obsolete, worn out, surplus or no longer used or useful in the conduct of business of Parent or its Subsidiaries), including also any such Contract whenever entered into that includes provisions that remain in effect in respect of"earn-outs" or deferred or contingent consideration; (vii) concerning each ship-sales, memorandum of agreement, bareboat charter, or other vessel acquisition Contract entered into since January 1, 2016 for Newbuildings and secondhand vessels contracted for by Parent or any confidentiality of its Subsidiaries (other than Company Owned Vessels) and other Contracts entered into since January 1, 2016 with respect to Newbuildings of Parent or non-solicitation obligations any of its Subsidiaries and the Companyfinancing thereof, including performance guarantees, counter guarantees, refund guarantees, supervision agreements and plan verification services agreements; (viii) under which the Company is restricted from carrying on its business each pool agreement, management agreement, crewing agreement or financial lease (including sale/leaseback or similar arrangements) with respect to any part thereof, or from competing in any line of business or with any PersonParent Vessel; (ix) any Contract with officers, directors, employees or consultants a Third Party for the charter of the Company, in each case involving payments by the Company in excess of $10,000 per annumany Parent Vessel; (x) involving each collective bargaining agreement or other Contract with a labor union to which Parent or any Affiliates of the Companyits Subsidiaries is a party or otherwise bound; (xi) under which the consequences each Contract that provides for indemnification by Parent or any of its Subsidiaries to any Person other than a default or termination would reasonably be expected to have, a Material Adverse Effect; (xii) under which the Company 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 from any other Persons, in each case in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not Contract entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(abusiness; (xii) in response each Contract pursuant to which Parent or any of its Subsidiaries spent or received, in the foregoing clausesaggregate, more than $500,000 during the twelve (12) months prior to the date hereof or could reasonably be expected to spend or receive, in the aggregate, more than $500,000 during the twelve (12) months immediately after the date hereof; (xiii) each Contract to which Parent or any of its Subsidiaries is a party or otherwise bound that contains a so-called"most favored nations" provision or similar provisions requiring Parent or its Affiliates to offer to a Person any terms or conditions that are at least as favorable as those offered to one or more other Persons; and The and (xiv) each Contract involving a standstill or similar obligation of Parent or any of its Subsidiaries. (b) Parent has heretofore made available to the Company has delivered to Buyer true, correct true and complete copies of each Contract the Material Contracts as in existence effect as of the date hereof. To the extent that written Contracts do not exist, the Company has delivered to Buyer accurate summaries Except as set forth on Section 5.15(b) of the Parent Disclosure Letter or as would not reasonably be expected to be material terms to Parent and conditions of such oral Contracts. (b) Except its Subsidiaries, taken as disclosed on Schedule 4.10(b)a whole, (i) each Contract existing as of the Material Contracts is valid, binding, enforceable and in full force and effect with respect to Parent and its Subsidiaries, and to the Knowledge of Parent, the other parties thereto, except to the extent that the enforceability thereof may be limited by the Equitable Exceptions and except for any Material Contracts that have expired or been terminated after the date hereof is a legal, valid and binding 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)terms, and (ii) neither Parent nor any of its Subsidiaries, nor 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, to the Knowledge of the Company each Parent any other party to each Contract existing as a Material Contract, has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of the date hereof aretime, in compliance with the terms thereofor both, would constitute a breach or default under, or give rise to any right of cancellation or termination of or consent under, such Material Contract, and no default neither Parent nor any of its Subsidiaries has received written notice that it has breached, violated or event of default by the Company or defaulted under any other party thereto exists thereunderMaterial Contract.

Contracts. Section 2.17 of the Company Disclosure Schedule lists the following contracts and other agreements (aeach, a “Material Contract”) Schedule 4.10(a) sets forth a true, correct and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, to which the Company or any of its Subsidiaries is a party or by which any of its assets or properties are bound:(if applicable): (ia) under which any agreement (or group of related agreements) for the Company is indemnified for lease of personal property to or against any liability, or under which the Company is or could be obligated to indemnify from any Person and which involves a potential liability providing for lease payments in excess of $10,000 or has a term of more than six months1,000 per annum; (iib) under which the Company leases personal property from any agreement (or to third parties under capitalized leases or under operating leases if the term group of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iiirelated agreements) for the purchase or sale of products raw materials, commodities, supplies, products, or other personal property property, or for the furnishing or receipt of services (A) that calls for services, the performance of which will extend over a period of more than six months 1 year or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value involve consideration in excess of $10,000 in the aggregate)1,000; (ivc) (A) granting representation, marketing any agreement concerning a partnership or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements)joint venture; (vd) any agreement (or group of related agreements) under which the Company it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume or guarantee) any indebtedness for borrowed money money, or any capitalized lease obligation, in excess of $10,000, 1,000 or under which there is or may be it has imposed a security interest or other Lien on any of its assets, whether tangible or intangible intangible; (e) any material agreement concerning confidentiality or non-competition; (f) any material agreement with any of the Company and their Affiliates (other than security interests or Liens granted in favor of Buyerthe Company and its Subsidiaries); (vig) establishing any profit sharing, equity option, equity purchase, equity appreciation, deferred compensation, severance, or maintaining any partnershipother material plan or arrangement for the benefit of its current or former members, joint venture or strategic alliancedirectors, officers, and employees; (viih) concerning any confidentiality or non-solicitation obligations of the Companycollective bargaining agreement; (viiii) under which any agreement for the Company is restricted from carrying employment of any individual on its business or any part thereofa full-time, part-time, consulting, or from competing in any line of business or with any Person; (ix) with officers, directors, employees or consultants of the Company, in each case involving payments by the Company other basis providing annual compensation in excess of $10,000 per annum1,000 or providing material severance benefits; (xj) involving any Affiliates agreement under which it has advanced or loaned any amount to any of its members, directors, officers, and employees outside the CompanyOrdinary Course of Business; (xik) any agreement under which the consequences of a default or termination would reasonably be expected to have, could have a Company Material Adverse Effect; (xiil) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (m) any settlement, conciliation or similar agreement with any Governmental Body or which will involve payment after the execution date of this Agreement of consideration in excess of $1,000; (n) any agreement under which the Company will (A) receive aggregate payments from customers, (B) make aggregate payments to vendors or other suppliers any of its Subsidiaries has advanced or (C) make or receive aggregate payments to or from loaned any other Persons, Person amounts in each case the aggregate exceeding $1,000; or (o) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in response to any of the foregoing clauses; and 1,000. The Company has have delivered to Buyer true, Parent (as applicable) a correct and complete copies copy of each Contract written agreement listed in existence as Section 2.17 of the date hereof. To the extent that Company Disclosure Schedule (as amended to date) and a written Contracts do not exist, the Company has delivered to Buyer accurate summaries of summary setting forth the material terms and conditions of such each oral Contracts. (b) Except as disclosed on Schedule 4.10(b), (i) each Contract existing as agreement referred to in Section 2.17 of the date hereof Company Disclosure Schedule. With respect to each such agreement: (A) the agreement is a legal, valid and binding obligation of the Companyvalid, enforceable against the Company in accordance with its terms (except as enforcement may be limited by bankruptcybinding, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability)enforceable, 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 effect in all material respects; (B) no party is and, to the Knowledge of the Company each other party to each Contract existing as of the date hereof are, in compliance with the terms thereofmaterial breach or default, and no default event has occurred that with notice or event lapse of default by time would constitute a material breach or default, or permit termination, modification, or acceleration, under the Company or agreement; and (C) no party has repudiated any other party thereto exists thereundermaterial provision of the agreement.

Contracts. (ass.3(o) of the Disclosure Schedule 4.10(a) sets forth a true, correct lists the following contracts and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, other agreements to which the Company RHS is a party or by which any of its assets or properties are boundparty: (i) under which Any agreement (or group of related agreements) for the Company is indemnified for lease of personal property to or against any liability, or under which the Company is or could be obligated to indemnify from any Person and which involves a potential liability providing for lease payments in excess of $10,000 or has a term of more than six months5,000 per annum; (ii) under which the Company leases personal property from Any agreement (or to third parties under capitalized leases or under operating leases if the term group of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iiirelated agreements) for the purchase or sale of products raw materials, commodities, supplies, products, or other personal property property, or for the furnishing or receipt of services (A) that calls for services, the performance of which will extend over a period of more than six months one year, result in a material loss to RHS, or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value involve consideration in excess of $10,000 in the aggregate)5,000; (iii) Any agreement concerning a partnership or joint venture; (iv) Any agreement (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar group of related agreements); (v) under which the Company it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume or guarantee) any indebtedness for borrowed money money, or any capitalized lease obligation, in excess of $10,000, 5,000 or under which there is or may be it has imposed a security interest or other Lien Security Interest on any of its assets, whether tangible or intangible intangible; (other than security interests v) Any agreement concerning confidentiality or Liens granted in favor of Buyer)non-competition; (vi) establishing or maintaining any partnership, joint venture or strategic allianceAny agreement involving the RHS Stockholder and his Affiliates (other than RHS); (vii) concerning any confidentiality Any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or non-solicitation obligations other plan or arrangement for the benefit of the Companyits current or former directors, officers, and employees; (viii) under which the Company is restricted from carrying on its business or any part thereof, or from competing in any line of business or with any PersonAny collective bargaining agreement; (ix) with officersAny agreement for the employment of any individual on a full-time, directorspart-time, employees consulting, or consultants of the Company, in each case involving payments by the Company other basis providing annual compensation in excess of $10,000 per annum30,000 or providing severance benefits; (x) involving Any agreement under which it has advanced or loaned any Affiliates amount to any of its directors, officers, and employees outside the CompanyOrdinary Course of Business; (xi) Any agreement under which the consequences of a default or termination would reasonably be expected to havecould have a material adverse effect on the business, a Material Adverse Effect;financial condition, operations, results of operations, or future prospects of RHS; or (xii) under Any other agreement (or group of related agreements) the performance of which the Company 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 from any other Persons, in each case involves consideration in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in response to any of the foregoing clauses; and The Company 5,000. RHS has delivered to Buyer true, QUANTUM a correct and complete copies copy of each Contract written agreement listed in existence as ss.3(o) of the date hereof. To Disclosure Schedule (as amended to date) and a written summary setting forth the extent that written Contracts do not exist, the Company has delivered to Buyer accurate summaries of the material terms and conditions of such each oral Contracts. (bagreement referred to in ss.3(o) Except as disclosed on Schedule 4.10(b), (i) each Contract existing as of the date hereof Disclosure Schedule. With respect to each such agreement: (A) the agreement is a legal, valid and binding obligation of the Companyvalid, enforceable against the Company in accordance with its terms (except as enforcement may be limited by bankruptcybinding, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability)enforceable, 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; (B) the agreement will continue to be legal, to valid, binding, enforceable, and in full force and effect on identical terms following the Knowledge consummation of the Company each other transactions contemplated hereby; (C) no party to each Contract existing as of the date hereof are, is in compliance with the terms thereofbreach or default, and no default event has occurred which with notice or event lapse of default by time would constitute a breach or default, or permit termination, modification, or acceleration, under the Company or agreement; and (D) no party has repudiated any other party thereto exists thereunderprovision of the agreement.

Contracts. (a) Schedule 4.10(a) 3.19 sets forth a true, correct complete and complete accurate list of all ContractsContracts in the following categories (each, commitmentsa "Material Contract") as of the date hereof (except to the extent that any such category specifies a different date, licenses, agreements, obligations or binding arrangements, whether oral or written, to in which the Company case such corresponding list is a party or by which any made as of its assets or properties are bound:such specified date): (i) under which each Contract (or group of related Contracts) for the Company is indemnified for furnishing of services by the Company, its Subsidiaries or against any 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 Chroma involving annual revenues of more than six months$50,000 to the Company, its Subsidiaries or Chroma, excluding any open purchase order, or groups of related open purchase orders, from customers of less than $400,000; (ii) under which each Contract (or group of related Contracts) concerning a partnership or joint venture with, or any other investment in (whether through the Company leases personal property from acquisition of an equity interest, the making of a loan or to third parties under capitalized leases advance or under operating leases if the term of such lease is more than six months or the financial obligation is in excess of $10,000 per yearotherwise), any other Person; (iii) for the purchase each Contract (or sale group of products or other personal property or for the furnishing or receipt of services (A) that calls for performance over a period of more than six months or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value in excess of $10,000 in the aggregate); (ivrelated Contracts) (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements); (v) under which the Company Company, its Subsidiaries or Chroma has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money money, (B) constituting a Capital Lease obligation, (C) under which the Company, its Subsidiaries or Chroma has granted an Encumbrance other than a Permitted Encumbrance on any of their Assets or (D) under which the Company, its Subsidiaries or Chroma have incurred any material obligations for any performance bonds, payment bonds, bid bonds, surety bonds, letters of credit, guarantees or similar instruments; (iv) each Contract (or group of related Contracts) concerning confidentiality regarding the Intellectual Property listed or required to be listed in Schedule 3.18; (v) each Contract (or group of related Contracts), including open purchase orders or groups of related open purchase orders, for the purchase or sale of raw materials, commodities, supplies, products or other property providing for payments in excess of $10,000, 250,000 over the life of such Contract (or under which there is or may be imposed a security interest or other Lien on any group of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyerrelated Contracts); (vi) establishing each Contract (or maintaining any partnershipgroup of related Contracts) providing for payments in excess of $250,000 over the life of such Contract (or group of related Contracts), joint venture except for such Contracts that are cancelable on not more than 30 days' notice by the Company, its Subsidiaries or strategic allianceChroma without substantial penalty or substantial increased cost; (vii) concerning any confidentiality each distribution, franchise, license, commission, consulting, agency or non-solicitation obligations advertising Contract related to the Assets or the Business of the Company, its Subsidiaries or Chroma involving annual payments in excess of $25,000, except for such Contracts that are cancelable on not more than 30 days' notice by the Company, its Subsidiaries or Chroma without substantial penalty or substantial increased cost; (viii) under which each Contract (or group of related Contracts) of the Company, its Subsidiaries or Chroma containing covenants restraining or limiting the freedom of the Company, its Subsidiaries or Chroma, or to the knowledge of the Company is restricted from carrying on its business or any part thereofof their respective officers, or from competing to engage in any line of business or compete with any PersonPerson including by restraining or limiting the right to solicit customers; (ix) each Contract (or group of related Contracts) with officersthe United States, directors, employees state or consultants of the Company, in each case involving local government or any agency or department thereof providing for payments by the Company in excess of $10,000 per annum100,000 over the life of such Contract (or group of related Contracts); (x) involving any Affiliates each other Contract (or group of the Company; (xi) under which the consequences of a default or termination would reasonably be expected to have, a Material Adverse Effect; (xii) under which the Company 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 from any other Persons, in each case in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xivrelated Contracts) not entered into in the ordinary course of business and not otherwise disclosed business, consistent with past practice; and (xi) each Contract (or group of related Contracts), other than any Contract covered by any other clause of this Section 3.19, the consequences of a default or termination of which would reasonably be expected to have a Material Adverse Effect on Schedule 4.10(a) in response to any of the foregoing clausesCompany; and The Company has delivered to Buyer true, a true and correct and complete copies copy of each written Contract listed in existence Schedule 3.19 and has included as part of the date hereof. To the extent that written Contracts do not exist, the Company has delivered to Buyer accurate summaries Schedule 3.19 a brief summary of the material terms and conditions of such each material oral ContractsContract. (b) Except With respect to each Material Contract set forth or described in Schedule 3.19, except as disclosed on Schedule 4.10(b)set forth in that Schedule, (i) each there is no material default under any such Material Contract existing as by the Company, its Subsidiaries or Chroma party thereto or, to the knowledge of the date hereof Company, by any other party to any such Material Contract, (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not cause a material default under any such Contract; (iii) such Material Contract is a legal, valid and binding 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 Subsidiaries 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 Chroma party 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 effect with respect to the Company, its Subsidiaries or Chroma, and is enforceable against the Company, its Subsidiaries or Chroma party thereto in accordance with its terms, except as the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar laws in effect which affect the enforcement of creditors' rights generally or (B) general principles of equity, whether considered in a proceeding at law or in equity; (iv) no action has been taken by the Company, its Subsidiaries or Chroma and, to the Knowledge knowledge of the Company each Company, no event has occurred which, with notice or lapse of time or both, would permit termination, material modification or acceleration by a party thereto other party than the Company, its Subsidiaries or Chroma under any such Contract; and (v) to each Contract existing as the knowledge of the date hereof areCompany, in compliance with the terms thereofno party has repudiated any material term thereof or threatened to terminate, and no default cancel or event of default by the Company or not renew any other party thereto exists thereundersuch Contract.

Contracts. (a) Schedule 4.10(a) sets forth a true, correct and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, The Disclosure Letter lists the following Contracts to which the Company ▇▇▇▇▇▇ is a party or by which any of its assets or properties are boundparty: (i) under which any Contract (or group of related Contracts) for the Company is indemnified for lease of personal property to or against any liability, or under which the Company is or could be obligated to indemnify from any Person and which involves a potential liability providing for lease payments in excess of $10,000 or has a term of more than six months€25,000 per annum; (ii) under which the Company leases personal property from any Contract (or to third parties under capitalized leases or under operating leases if the term group of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iiirelated Contracts) for the purchase or sale of products or other personal property property, or for the furnishing or receipt of services (A) that calls for services, the performance of which will extend over a period of more than six months one year or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value involve consideration in excess of $10,000 in the aggregate)€25,000; (iii) any Contract concerning a partnership or joint venture; (iv) any Contract (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements); (vgroup of related Contracts) under which the Company ▇▇▇▇▇▇ has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume or guarantee) any indebtedness for borrowed money money, or any capitalized lease obligation, in excess of $10,000, €25,000 or under which there is or may be it has imposed a security interest or other Lien on any of its assets, whether tangible or intangible intangible; (v) any Contract concerning confidentiality or non-competition other than security interests or Liens granted non-disclosure agreements entered into in favor the Ordinary Course of Buyer)Business; (vi) establishing any Contract under which ▇▇▇▇▇▇ is currently or maintaining potentially obligated to share revenues or income with any partnership, joint venture or strategic allianceother Person; (vii) concerning any confidentiality Contract with a Seller or non-solicitation obligations any of the Companyits Affiliates; (viii) under which the Company is restricted from carrying on its business or any part thereofprofit sharing, stock option, share option, stock purchase, stock appreciation, deferred compensation, severance, or from competing in any line other plan or Contract for the benefit of business its current or with any Personformer directors, officers, or employees; (ix) with officers, directors, employees or consultants of the Company, in each case involving payments by the Company in excess of $10,000 per annumany collective bargaining Contract; (x) involving any Affiliates Contract for the employment of the Companyany individual on a full-time, part-time, consulting, or other basis; (xi) any Contract under which ▇▇▇▇▇▇ has advanced or loaned any amount to any of its directors, officers, or employees (other than travel advances); (xii) any Contract under which the consequences of a default or termination would reasonably be expected to have, have a Material Adverse Effect; (xiixiii) any Contract under which the Company will ▇▇▇▇▇▇ has granted any Person any registration rights (A) receive aggregate payments from customers, (B) make aggregate payments to vendors or other suppliers or (C) make or receive aggregate payments to or from any other Persons, in each case in excess of $10,000 per annumincluding demand and piggyback registration rights); (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into any Contract (other than Contracts with Customers in the ordinary Ordinary Course of Business) under which ▇▇▇▇▇▇ has agreed to indemnify any other Person for any loss, expense or Liability; (xv) except as set forth in SECTION 4.15(a)(xi), any Contract under which ▇▇▇▇▇▇ has advanced or loaned any other Person amounts in the aggregate exceeding €25,000; or (xvi) any other Contract (or group of related Contracts), understanding or course of business and not otherwise disclosed on Schedule 4.10(a) dealing that will require ▇▇▇▇▇▇ to make any payment in response to any excess of €25,000 after the foregoing clauses; and The Company has delivered to Buyer true, correct and complete copies Closing (other than in the Ordinary Course 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 ContractsBusiness). (b) Except ▇▇▇▇▇▇ has delivered to SurModics a correct and complete copy of each written Contract (as disclosed on Schedule 4.10(b), amended to date) listed in the Disclosure Letter and a written summary setting forth the terms and conditions of each oral Contract referred to in the Disclosure Letter. With respect to each such Contract: (i) each the Contract existing as of the date hereof is a legal, valid and binding obligation of the Companyvalid, binding, enforceable against the Company in accordance with its terms (except as that the enforcement thereof 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 enforceabilityEnforcement Limitations) and is in full force and effect. The Company is and; (ii) the Contract will continue to be legal, valid, binding, enforceable, (except that the enforcement thereof may be limited by the Enforcement Limitations) and in full force and effect on identical terms following the consummation of the Transactions; (iii) neither ▇▇▇▇▇▇ nor, to the Knowledge of the Company each ▇▇▇▇▇▇’▇ Knowledge, any other party to each Contract existing as of the date hereof are, is in compliance with the terms thereofmaterial breach or default, and no default event has occurred that with notice or event lapse of default by time would constitute a material breach or default, or permit termination, modification, or acceleration, under the Company or Contract; and (iv) neither ▇▇▇▇▇▇ nor, to ▇▇▇▇▇▇’▇ Knowledge, any other party thereto exists thereunderhas repudiated any provision of the Contract.

Contracts. (a) Except as set forth in Schedule 4.10(a) sets forth a true5.16, correct and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, to which the no Acquired Company is a party to or by which any of its assets or properties are boundbound by: (i) under which the Company is indemnified for or against any 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; (ii) under which the Company leases personal property from or to third parties under capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iii) Contract for the purchase or sale of products or other personal property or real property; (ii) any Contract for the furnishing purchase of services, materials, supplies or receipt of services (A) that calls for performance over a period equipment which involved the payment of more than six months $1,500,000 in 2014, which can reasonably be expected to involve the payment of more than $1,500,000 in any 12-month period ending on or after the Closing Date; (Biii) in which any Contract for the Company has agreed to purchase a minimum quantity sale of goods or services which involved the payment of more than $3,000,000 in 2014, which can reasonably be expected to involve the payment of more than $3,000,000 in any 12-month period ending on or has agreed to purchase goods or services exclusively from any Person (in each case, with a value in excess of $10,000 in after the aggregate)Closing Date; (iv) (A) granting representationany consignment, marketing distributor, dealer, manufacturer’s representative, sales agency, advertising representative or distribution rights advertising or (B) relating to Company Intellectual Property (including license, development or similar agreements)public relations Contract; (v) under which any guarantee of the Company has createdobligations of customers, incurredsuppliers, assumed officers, directors, employees, Affiliates or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $10,000, or under which there is or may be imposed a security interest or other Lien on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer)others; (vi) establishing any Contract which (A) limits or maintaining restricts where any partnershipAcquired Company may conduct the Business or the type or line of business in which any Acquired Company may engage, joint venture (B) grants “most favored nation” status to any other Person, (C) contains “requirements” provisions or strategic allianceother provisions obligating any Acquired Company to purchase or obtain a minimum or specified amount of any product or service from any Person, (D) contains “guaranteed savings” provisions or provides for rebates or (E) contains minimum sales or volume provisions; (vii) concerning any confidentiality Contract which provides for, or non-solicitation obligations of the Companyrelates to, any Indebtedness; (viii) under which the Company is restricted from carrying on its business or any part thereof, or from competing in any line of business or Contract with any Persona Governmental Body; (ix) with officers, directors, employees any Contract for the employment or consultants retention of the Company, in each case involving payments by the Company any individual as an employee or consultant providing for annual compensation or fees in excess of $10,000 per annum100,000; (x) involving any Affiliates Contract with any employee or former employee of an Acquired Company pursuant to which: (A) benefits would vest, amounts would become payable or the terms of which would otherwise be altered by virtue of the Companyconsummation of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events); (B) any Acquired Company is or may become obligated to make any severance, termination, termination indemnity or redundancy, retention, gross-up or similar payment; and (C) any Acquired Company is or may become obligated to make any bonus, incentive compensation or similar payment (other than in respect of salary); (xi) under each Contract which the consequences provides for indemnification of a default any officer, director, employee or termination would reasonably be expected to have, a Material Adverse Effect;agent; or (xii) under which the Company 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 from any other Persons, in each case in excess of $10,000 per annum; (xiii) Contract which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in response material 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 ContractsAcquired Company. (b) Except as disclosed on Schedule 4.10(b), (i) each Contract existing as of the date hereof is a legal, valid and binding 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, to the Knowledge of the Company each other party to each Contract existing as of the date hereof are, in compliance with the terms thereof, and no default or event of default by the Company or any other party thereto exists thereunder.

Contracts. (a) Schedule 4.10(a) sets forth a true, correct and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, 4.13 lists the following Contracts to which the any Company is a party or by which any Company is bound or to which any asset of its assets any Company is subject or properties are bound: under which any Company has any rights or the performance of which is guaranteed by any Company (collectively, with the Leases, Licenses and Insurance Policies, the “Material Contracts”): (i) under which the each Contract (or series of related Contracts) (x) that involves delivery or receipt of products or services by any Company is indemnified for or against any liability, or under which the Company is or could be obligated to indemnify any Person and which involves payment by a potential liability Company of at least $50,000 during 2013 or is expected to involve a payment by a Company of at least $50,000 in excess of $10,000 or has a term of more than six months; 2014, (ii) under which the Company leases personal property from or to third parties under capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iii) for the purchase or sale of products or other personal property or for the furnishing or receipt of services (Ay) that calls for performance over involves expenditures or receipts by any Company which involves payment by or of any Company of at least $50,000 during 2013 or is expected to involve a period payment by or of more than six months any Company of at least $50,000 in 2014 or (Bz) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value in excess of $10,000 in the aggregate); (iv) (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements); (v) under which the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $10,000, or under which there is or may be imposed a security interest or other Lien on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer); (vi) establishing or maintaining any partnership, joint venture or strategic alliance; (vii) concerning any confidentiality or non-solicitation obligations of the Company; (viii) under which the Company is restricted from carrying on its business or any part thereof, or from competing in any line of 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 Affiliates of the Company; (xi) under which the consequences of a default or termination would reasonably be expected to have, a Material Adverse Effect; (xii) under which the Company 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 from any other Persons, in each case in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) that was not entered into in the ordinary course of business; (ii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property, including each Lease and License, other than off-the-shelf licenses entered into in the ordinary course of business; (iii) each licensing agreement or other Contract with respect to Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Intellectual Property; (iv) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees; (v) each joint venture, partnership or Contract involving a sharing of profits, losses, costs or Liabilities with any other Person; (vi) each Contract containing any covenant that purports to restrict the business and not activity of any Company or limit the freedom of any Company to engage in any line of business or to compete with any Person; (vii) each Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (viii) each power of attorney; (ix) each Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any Company to be responsible for consequential, incidental or punitive damages; (x) each Contract (or series of related Contracts) for capital expenditures in excess of, or expected to be in excess of, $50,000; (xi) each written warranty, guaranty or other similar undertaking with respect to contractual performance other than in the ordinary course of business; (xii) each Contract for Indebtedness; (xiii) each employment or consulting Contract; (xiv) each Contract to which any Seller Party or any Shareholder or any Related Person of any Seller Party or any Shareholder is a party or otherwise disclosed on Schedule 4.10(a) in response to has any of the foregoing clausesrights, obligations or interests; and The (xv) each Contract not terminable without penalty on less than six months’ notice. Schedule 4.13 also lists each Contract (or series of related Contracts) to which any Company is a party or by which any Company is bound or to which any asset of any Company is subject or under which any Company has delivered any rights or the performance of which is guaranteed by any Company (x) that involves delivery or receipt of products or services by any Company and which involves payment by a Company of less than $50,000 during 2013 and is expected to involve a payment by a Company of less than $50,000 in 2014 or (y) that involves expenditures or receipts by any Company which involves payment by or of any Company of less than $50,000 during 2013 and is expected to involve a payment by or of any Company of less than $50,000 in 2014. (b) Target has Made Available to Buyer true, a correct and complete copies copy of each written Material Contract in existence as of the date hereof. To the extent that and a written Contracts do not exist, the Company has delivered to Buyer accurate summaries of summary setting forth the material terms and conditions of such oral Contracts. (b) Except as disclosed on Schedule 4.10(b)each other Material Contract which was not Made Available to Buyer. Each Material Contract, (i) each Contract existing as of with respect to the date hereof Companies, is a legal, valid and binding obligation of the Companyvalid, enforceable against the Company in accordance with its terms (except as enforcement may be limited by bankruptcybinding, insolvencyenforceable, 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 effecteffect and will continue to be so on identical terms following the Second Closing Date, provided that nothing herein shall be deemed a representation or covenant of the Companies that any of the Material Contracts between Target and any customers or resellers will not be terminated by a customer or reseller as a result of the entry of the Companies into the Transactions. The Company is andOther than as set forth in Schedule 4.13, each Material Contract, with respect to the other parties to such Material Contract, to the Knowledge of the Company each other party to each Contract existing as Companies, is legal, valid, binding, enforceable, in full force and effect and will, notwithstanding the consummation of the date hereof areTransactions, continue to be so on substantially the same terms following the Second Closing Date. No Company is in compliance with the terms thereofmaterial breach or default, and no default event has occurred that with notice or event lapse of default by time would constitute a material breach or default, or permit termination, modification or acceleration, under any Material Contract. To the Company or any Knowledge of the Companies, no other party thereto exists thereunderis in material breach or default, and no event has occurred that with notice or lapse of time would constitute a material breach or default, or permit termination, modification or acceleration, under any Material Contract. No party to any Material Contract has repudiated any provision of any Material Contract.

Contracts. Section 4.15 of the Disclosure Schedule lists the following Contracts and other agreements to which any of the Companies is a party (collectively, the “Material Contracts”): (a) Schedule 4.10(a) sets forth a trueany Contract (or group of related Contracts), correct other than contracts with brokers, employment contracts with employees, directors or officers, contracts with public utilities for energy, water or similar services, voice and complete list of all Contractsdata traffic services and cleaning, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, to which the Company is a party or by which any of its assets or properties are bound: (i) under which the Company is indemnified for or against any liability, or under which the Company is or could be obligated to indemnify any Person and which involves a potential liability that represents an aggregate future Liability in excess of $10,000 or has a term of more than six months50,000 in one fiscal year; (iib) under which the Company leases personal property from any Contract (or group of related Contracts) that relates to third parties under capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is capital expenditures and involves future payments in excess of $10,000 per 50,000 in one fiscal year; (iiic) any Contract (or group of related Contracts) that is a Lease or similar contract; (d) any Contract concerning a partnership, joint venture or limited liability company involving the sharing of profits, losses, costs, Taxes or other Liabilities by any of the Companies with any other Person; (e) any Contract containing covenants that in any way purport to restrict the right or freedom of any of the Companies or any other Person for the purchase or sale benefit of products or other personal property or for the furnishing or receipt of services Companies to: (A) that calls for performance over a period of more than six months or engage in any business activity; (B) engage in which the Company has agreed to purchase a minimum quantity any line of goods business or services compete with any Person; or has agreed to purchase goods or services exclusively from (C) solicit any Person (in each caseto enter into a business or employment relationship, or enter into such a relationship with a value in excess of $10,000 in the aggregate)any Person; (ivf) any Contract (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements); (vgroup of related Contracts) under which the Company it has created, incurred, assumed assumed, or guaranteed (or may createany Indebtedness, incur, assume or guarantee) indebtedness for borrowed money in excess of $10,000, 25,000 or under which there is or may be it has imposed a security interest or other Lien on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer)intangible; (vig) establishing or maintaining any partnership, joint venture or strategic alliance; (vii) Contract concerning any confidentiality or non-solicitation obligations of the Companydisparagement; (viiih) under which the Company is restricted from carrying on its business or any part thereofprofit sharing, equity option, equity purchase, equity appreciation, deferred compensation, change of control, severance, or from competing in other plan or arrangement for the benefit of its current or former directors, officers, employees, and consultants; (i) any line Contract containing or providing for an express undertaking by any of business the Companies to be responsible for consequential, special, or with liquidated damages or penalties or to indemnify any other Person; (ixj) any collective bargaining agreement or any Contract with officers, directors, any labor union or other employee representative of a group of employees or consultants of any of the CompanyCompanies; (k) any Contract for the employment of any individual on a full-time, in each case involving payments by the Company part-time, consulting, or other Basis providing annual compensation in excess of $10,000 per annum50,000 or providing severance or change of control benefits; (xl) involving any Affiliates Contract under which a leasing, staffing or temporary services company provides workers to any of the CompanyCompanies; (xim) any Contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (n) any Contract under which any of the Companies has advanced or loaned any other Person amounts in the aggregate exceeding $10,000; (o) any Contract under which the consequences of a default or termination would could reasonably be expected to have, have a Material Adverse Effect; (xiip) under which the Company 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 from any other Persons, in each case in excess of $10,000 per annumContract with any Governmental Authority; (xiiiq) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; andany Contract concerning Company Intellectual Property; (xivr) not entered into in any Inbound IP License; (s) any Outbound IP License; or (t) any agreement under which compliance with regulatory reporting obligations has been outsourced to a third party. No Material Contract is an oral Contract. The Sellers have made available to the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in response to any of the foregoing clauses; and The Company has delivered to Buyer true, a correct and complete copies copy of each written Material Contract (as amended to date) listed in existence as Section 4.15 of the date hereofDisclosure Schedule. To the extent that written Contracts do not exist, the Company has delivered With respect to Buyer accurate summaries of the material terms and conditions of each such oral Contracts. (b) Except as disclosed on Schedule 4.10(b), Material Contract: (i) each the Material Contract existing as of the date hereof is a legal, valid valid, binding, enforceable, and binding obligation of the Company, enforceable in full force and effect 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 that is a party to or limiting creditors’ rights generally or by equitable principles relating to enforceability)such Material Contract, and (ii) to the Knowledge of the CompanySellers, each Contract existing as of the date hereof is a legal, valid and binding obligation of the other parties thereto; (ii) the Material Contract will be, enforceable against as of immediately following the other parties in accordance with its terms (except as enforcement may be limited by bankruptcyconsummation of the Transaction, insolvencylegal, reorganizationvalid, moratoriumbinding, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) enforceable, and is in full force and effect. The effect against the Company that is anda party to such Material Contract on identical terms (save for any termination by the other party which is not a consequence of a breach of the relevant terms by the Companies), and to the Knowledge of the Sellers, the other parties thereto; (iii) neither any Company nor, to the Knowledge of the Company each Sellers, any other party to each Contract existing as of the date hereof are, is in compliance with the terms thereofbreach or default, and no event has occurred that with notice or lapse of time would constitute a breach or default which would permit termination, modification, or event acceleration, under such Material Contract; and (iv) no Company has received written notice alleging a breach on the part of default by the Company of a Material Contract or which indicates an intention to cancel, terminate, breach or attempt to alter the terms of any other party thereto exists such Material Contract, or to exercise or not exercise any option to renew thereunder.

Contracts. (a) Section 4.16 of the Disclosure Schedule 4.10(a) sets forth a true, correct lists the following contracts and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, other agreements to which the Company and its Subsidiaries is a party or by which any of its assets or properties are boundparty: (ia) under which any agreement (or group of related agreements) for the Company is indemnified for lease of personal property to or against any liability, or under which the Company is or could be obligated to indemnify from any Person and which involves a potential liability in excess of $10,000 or has a term of involving more than six months$250,000 in the aggregate; (iib) under which the Company leases personal property from any agreement (or to third parties under capitalized leases group of related agreements or under operating leases if the term of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iiipurchase orders) for the purchase or sale of products finished goods, or other personal property property, or for the furnishing or receipt of services (A) that calls for performance over a period of involving more than six months or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value in excess of $10,000 250,000 in the aggregate); (ivc) (A) granting representation, marketing any agreement concerning a partnership or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements)joint venture; (vd) any agreement (or group of related agreements) under which the Company it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume or guarantee) any indebtedness for borrowed money in excess of $10,000money, or any capitalized lease obligation, or under which there is or may be it has imposed a security interest or Lien (other Lien than Permitted Encumbrances) on any of its assets, whether tangible or intangible (other intangible, in each involving more than security interests $250,000 for any such agreement or Liens granted in favor group of Buyer)agreements; (vie) establishing or maintaining any partnership, joint venture or strategic alliance; (vii) agreement concerning any confidentiality or non-solicitation obligations competition, other than such agreements with employees, consultants and other third parties in the Ordinary Course of the CompanyBusiness; (viiif) under which any agreement between either the Company is restricted from carrying on its business or any part thereofof its Subsidiaries on the one hand, and the Sellers or from competing in their Affiliates on the other hand that, directly or indirectly, provide such Seller or Affiliate with an economic interest under any line of business or with any Personagreement related to the Business; (ixg) with any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plan or arrangement for the benefit of its current or former directors, officers, directorsand employees; (h) any collective bargaining agreement; (i) any agreement for the employment of any individual on a full-time, employees part-time, consulting, or consultants of the Company, in each case involving payments by the Company other basis providing annual compensation in excess of $10,000 per annum250,000 or providing severance benefits outside of the Company’s normal severance policies; (xj) involving any Affiliates agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the CompanyOrdinary Course of Business; (xik) any agreement under which the consequences of a default or termination would reasonably be expected to have, could have a Material Adverse Effect; (xiil) under any settlement, conciliation or similar agreement with any Governmental Entity or which will require satisfaction of any obligations after the Company will execution date of this Agreement; (Am) receive aggregate payments from customers, (B) make aggregate payments to vendors or other suppliers or (C) make or receive aggregate payments to or from any other Persons, in each case agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in response to any of the foregoing clauses; and The Company has 250,000. Sellers have delivered to Buyer true, a correct and complete copies copy of each Contract written agreement listed in existence as Section 4.16 of the date hereof. To Disclosure Schedule (as amended to date) and a written summary setting forth the extent that written Contracts do not exist, the Company has delivered to Buyer accurate summaries of the material terms and conditions of such each oral Contracts. (b) Except as disclosed on Schedule 4.10(b), (i) each Contract existing as agreement referred to in Section 4.16 of the date hereof Disclosure Schedule. With respect to each such agreement: (A) the agreement is a legal, valid and binding obligation of the Companyvalid, enforceable against the Company in accordance with its terms (except as enforcement may be limited by bankruptcybinding, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability)enforceable, 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; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the Transactions; (C) to the Knowledge of the Company each other Company’s Knowledge, no party to each Contract existing as of the date hereof are, is in compliance with the terms thereofbreach or default, and no default event has occurred that with notice or event lapse of default by time would constitute a breach or default, or permit termination, modification, or acceleration, under the Company or agreement; and (D) no party has repudiated any other party thereto exists thereunderprovision of the agreement.

Contracts. (aSection 4(p) of the Disclosure Schedule 4.10(a) sets forth a true, correct lists the following contracts and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, other agreements to which the Company is a party or by which any of its assets the Companies or properties are boundthe DCI Subsidiary is a party: (i) under which any agreement (or group of related agreements) for the Company is indemnified for lease of personal property to or against from any 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 monthsPerson; (ii) under which the Company leases personal property from any agreement (or to third parties under capitalized leases or under operating leases if the term group of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iiirelated agreements) for the purchase or sale of products raw materials, commodities, supplies, products, or other personal property property, or for the furnishing or receipt of services services; (Aiii) that calls for performance over any agreement concerning a period of more than six months partnership or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value in excess of $10,000 in the aggregate)joint venture; (iv) any agreement (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar group of related agreements); (v) under which the Company it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume or guarantee) any indebtedness for borrowed money in excess of $10,000money, or any capitalized lease obligation or under which there is or may be it has imposed a security interest or other Lien Security Interest on any of its assets, whether tangible or intangible intangible; (other than security interests v) any material agreement concerning confidentiality or Liens granted in favor of Buyer)noncompetition; (vi) establishing or maintaining any partnership, joint venture or strategic alliancematerial agreement involving any of the Sellers and their Affiliates (other than the Companies and the DCI Subsidiary); (vii) concerning any confidentiality ongoing profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or non-solicitation obligations other material plan or arrangement for the benefit of the Companyits current or former officers and employees; (viii) under which the Company is restricted from carrying on its business or any part thereof, or from competing in any line of business or with any Personcollective bargaining agreement; (ix) with officersany agreement for the employment of any individual on a full-time, directorspart-time, employees consulting, or consultants of the Company, in each case involving payments by the Company in excess of $10,000 per annumother basis that is not terminable "at-will" (subject to common law exceptions); (x) involving any Affiliates agreement under which it has advanced or loaned any amount to any of the Companyits partners, officers and employees; (xi) under which shareholder, voting trust or similar contracts and agreements relating to the consequences voting of a default shares or termination would reasonably be expected to have, a Material Adverse Effect;other equity or debt interests of the Companies or the DCI Subsidiary; and (xii) under which the Company 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 from any other Persons, in each case in excess executory agreement (or group of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in response related agreements). Penton has been given access to any of the foregoing clauses; and The Company has delivered to Buyer true, a correct and complete copies copy of each Contract written agreement listed in existence as section 4(p) of the date hereof. To the extent that Disclosure Schedule (as amended to date) and a written Contracts do not exist, the Company has delivered to Buyer accurate summaries of summary setting forth the material terms and conditions of such each oral Contracts. (bagreement referred to in section 4(p) Except as disclosed on Schedule 4.10(b), (i) each Contract existing as of the date hereof Disclosure Schedule. With respect to each such agreement: (A) the agreement is a legal, valid and binding obligation of the Companyvalid, enforceable against the Company in accordance with its terms (except as enforcement may be limited by bankruptcybinding, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability)enforceable, 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 andeffect in all material respects; and (B) neither the Companies nor the DCI Subsidiary, as the case may be, nor, to the Knowledge of the Company each DCI's Knowledge, any other party to each Contract existing as of the date hereof are, is in compliance with the terms thereofmaterial breach or default, and no default event has occurred which with notice or event of default by the Company or any other party thereto exists thereunder.lapse of

Contracts. Section 4.13 of the Disclosure Schedule lists the --------- following contracts and other agreements (aother than those of a type disclosed in another Section to the Disclosure Schedule) Schedule 4.10(a) sets forth a true, correct and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, to which the Company is a party or by which any of its assets or properties are boundparty: (a) each sales agency, dealer, representative, distributorship or brokerage agreement or franchise; (b) each contract, agreement or commitment in respect of the sale of products or the performance of services, or for the purchase of inventories, equipment, raw materials, supplies, services or utilities which (i) under which involves payments or receipts by the Company of $250,000 or more and is indemnified for not terminable by the Company at any time upon notice of 90 days or against any liabilityless, or under which (ii) is not to be fully performed within one year from the Company is date of this Agreement; (c) any material agreement for the lease of personal property to or could be obligated to indemnify from any Person and which involves a potential liability providing for lease payments in excess of $10,000 or has a term of more than six months100,000 per annum; (iid) under which the Company leases personal property from each partnership, joint venture, joint operating or to third parties under similar agreement; (e) indebtedness for borrowed money, or any capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is obligation, in excess of $10,000 per year; (iii) for the purchase or sale of products or other personal property or for the furnishing or receipt of services (A) that calls for performance over a period of more than six months or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value in excess of $10,000 in the aggregate); (iv) (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements); (v) under which the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $10,000, 500,000 or under which there is or may be it has imposed a security interest or other Lien Security Interest on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer)intangible; (vif) establishing any agreement concerning confidentiality or maintaining any partnership, joint venture or strategic alliancenoncompetition; (viig) concerning any confidentiality material agreement with any Seller or non-solicitation obligations an Affiliate of the Companyany Seller; (viiih) any deferred compensation, severance or other plan or arrangement for the benefit of its current or former directors, officers and employees; (i) any collective bargaining agreement, (j) any agreement under which the Company is restricted from carrying on its business has advanced or any part thereof, or from competing in any line of business or with any Person; (ix) with officers, loaned money to directors, officers or employees or consultants outside the Ordinary Course of the Company, in each case involving payments by the Company in excess of $10,000 per annum; (x) involving any Affiliates of the Company; (xi) under which the consequences of a default or termination would reasonably be expected to have, a Material Adverse Effect; (xii) under which the Company 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 from any other Persons, in each case in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penaltyBusiness; and (xivk) not entered into any agreement restricting the right of the Company to do business anywhere in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in response to any of the foregoing clauses; and The Company has world. Sellers have delivered to Buyer true, a true and correct and complete copies copy of each Contract written agreement listed in existence as Section 4.13 of the date hereof. To Disclosure Schedule and a written summary setting forth the extent that written Contracts do not exist, the Company has delivered to Buyer accurate summaries of the material terms and conditions of each oral agreement referred to therein. With respect to each such oral Contracts. (b) Except as disclosed on Schedule 4.10(b), agreement: (i) each Contract existing as of the date hereof is a legal, valid and binding 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 Sellers, no party thereto is in material breach or default, and no event has occurred which with notice or lapse of time would constitute a material breach or default, or permit termination, material modification or acceleration, under the Company, each Contract existing as agreement; (ii) no party has repudiated any material provision of the date hereof is a legal, valid agreement; 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 enforceabilityiii) and is in full force and effect. The Company is and, to the Knowledge of Sellers, the Company each other party agreement is legally valid and binding against the parties thereto, except no representation or warranty is made as to each Contract existing as the validity or binding effect of that certain understanding described on Section 4.13 of the date hereof are, in compliance with Disclosure Schedule relating to the terms thereof, and no default or event of default by the Company or any other party thereto exists thereunderPatent Application Understanding.

Contracts. Schedule 4.28 sets forth a list of all material contracts to which Vintacom or any Subsidiary is a party including (the “Designated Contracts”): (a) Schedule 4.10(a) sets forth a true, correct and complete list any agreement (or group of all Contracts, commitments, licenses, related agreements, obligations or binding arrangements, whether oral or written, to which the Company is a party or by which any of its assets or properties are bound: (i) under which the Company is indemnified for or against any 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; (ii) under which the Company leases personal property from or to third parties under capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iii) for the purchase or sale of products raw materials, commodities, supplies, products, or other personal property property, or for the furnishing or receipt of services (A) that calls for performance over a period of more than six months or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each caseservices, with a value in excess of $10,000 in the aggregate); (iv) (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements); (v) under which the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $10,000, or under which there is or may be imposed a security interest or other Lien on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer); (vi) establishing or maintaining any partnership, joint venture or strategic alliance; (vii) concerning any confidentiality or non-solicitation obligations of the Company; (viii) under which the Company is restricted from carrying on its business or any part thereof, or from competing in any line of 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 Affiliates of the Company; (xi) under which the consequences of a default or termination would reasonably be expected to have, a Material Adverse Effect; (xii) under which the Company 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 from any other Persons, in each case in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course of business business; (b) any agreement concerning a partnership, joint venture or limited liability company venture; (c) any agreement (or group of related agreements) under which any of them has created, incurred, assumed, or guaranteed any Indebtedness for borrowed money, in excess of $10,000 or pursuant to which a Lien has been placed on any of their assets, tangible or intangible, in excess of $10,000; (d) any agreement concerning confidentiality or non-competition; (e) any agreement between any Shareholder or their Affiliates and not otherwise disclosed on Schedule 4.10(aVintacom or any Subsidiary; (f) in response any agreement under which Vintacom or any Subsidiary has advanced or loaned monies to any director, officer, or employee of Vintacom or any Subsidiary; (g) any agreement which restricts Vintacom or any Subsidiary from engaging in the foregoing clausesBusiness anywhere in the world; (h) any settlement or similar agreement, the performance of which will require Vintacom or any Subsidiary to pay, or entitles Vintacom or any Subsidiary to receive, after the Closing Date consideration in excess of $10,000; (i) any agreement relating to any acquisition, divestiture, merger or similar transaction involving consideration in excess of $10,000, which contains representations, warranties, covenants, indemnities or other obligations which are still in effect; (j) any powers of attorney (other than a power of attorney given in the ordinary course of business for routine Tax matters); (k) any contract relating to pending capital expenditures of Vintacom or any Subsidiary in excess of $10,000; (l) any agreement under which Vintacom or any Subsidiary has advanced or loaned any other Person amounts in the aggregate exceeding $10,000; and The Company has delivered to Buyer true, correct and complete copies and (m) any other agreement (or group of each Contract related agreements) the performance of which involves consideration in existence as excess of the date hereof$50,000. To the extent that reflected on Schedule 4.28, Vintacom has delivered, or made available, to THK, a correct and complete copy of each written Contracts do not exist, the Company has delivered agreement listed in Schedule 4.28 (as amended to Buyer accurate summaries of date) and a written summary setting forth the material terms and conditions of such each oral Contracts. (b) Except as disclosed on agreement, if any, referred to in Schedule 4.10(b), (i) each Contract existing as of 4.28. Each agreement is the date hereof is a legal, valid and valid, binding 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 each party. No party to or limiting creditors’ rights generally or by equitable principles relating to enforceability) and any agreement is in full force and effect. The Company is and, to the Knowledge of the Company each other party to each Contract existing as of the date hereof are, in compliance with the terms thereofmaterial breach or default, and no default event has occurred that with notice or event lapse of default time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement. Consummating the transactions contemplated by this Agreement and the Company other Documents will not cause Vintacom or any other party thereto exists thereunderSubsidiary to be in breach of, or in default under, any of the Designated Contracts.

Contracts. (a) Schedule 4.10(aSection 3.10(a) of the Parent Disclosure Letter sets forth a truelist, correct and complete list as of the date of this Agreement, of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, Contracts of the following types in effect as of the date of this Agreement to which Parent or any of its Subsidiaries (including any Group Company) or its Affiliates (to the Company extent related to the Business) is a party or by which Parent or any of its assets Subsidiaries (including any Group Company) or properties are its Affiliates (to the extent related to the Business) is bound, in each case, that relate to the Business, but excluding, in each case, (1) any Benefit Plan and (2) any Collective Bargaining Agreement: (i) under which Contract relating to the Company is indemnified acquisition or disposition of any business, entity, Equity Interests or material assets (whether by merger, sale of stock or other equity, sale of assets or otherwise) or the acquisition or disposition of any properties or assets of the Business (whether by merger, sale of stock or other equity, sale of assets or otherwise) for or against any 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 aggregate consideration of more than six months$5,000,000 and that was entered into after January 1, 2021 or pursuant to which any Group Company will have material continuing obligations following the date of this Agreement; (ii) Contract under which the any Group Company leases personal property from has borrowed any money from, or to third parties under capitalized leases issued any note, bond, debenture, indenture, loan, credit agreement or under operating leases if the term other evidence of indebtedness for borrowed money to, any Person (other than any Group Company), in any such lease is more than six months or the financial obligation case which, individually, is in excess of $10,000 per year1,000,000; (iii) for the purchase or sale of products or other personal property or for the furnishing or receipt of services Contract under which (A) that calls any Person, other than any Group Company, has directly or indirectly guaranteed indebtedness for performance over a period borrowed money of more than six months any Group Company or (B) in which the any Group Company has agreed to purchase a minimum quantity directly or indirectly guaranteed Indebtedness for borrowed money of goods or services or has agreed to purchase goods or services exclusively from any Person (other than any Group Company), in each caseany such case where such Indebtedness, with a value individually, is in excess of $10,000 in the aggregate)1,000,000; (iv) Contract under which any Group Company, directly or indirectly, has made or is required to make any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (A) granting representationother than extensions of trade credit given in the ordinary course of business), marketing or distribution rights or (B) relating to Company Intellectual Property (including licensein any such case which, development or similar agreements)individually, is in excess of $1,000,000; (v) under which Shared Contract that is material to the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $10,000, or under which there is or may be imposed a security interest or other Lien on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer)Business; (vi) establishing or maintaining any joint venture, partnership, joint venture minority investment or strategic allianceother similar Contract involving co-investment between any Group Company and a third party; (vii) concerning Contract (A) granting any confidentiality or third party the right to use any Group Company Intellectual Property, other than (I) non-solicitation obligations disclosure and confidentiality agreements, (II) Contracts granting to customers in the ordinary course of business non-exclusive licenses of any such Group Company Intellectual Property, and (III) Contracts in which the licenses granted to Intellectual Property are non-exclusive licenses incidental to the transaction contemplated in such Contract, the commercial purpose of which is something other than such license, (B) granting any Group Company the right to use any Intellectual Property owned by a third party that is, in the aggregate, material to the operation of the Group Companies taken as a whole and is not disclosed on Section 3.10(a)(xi) of the Parent Disclosure Letter, or (C) pursuant to which Seller or any of its Subsidiaries (including any Group Company) has granted to any Person any option to acquire title to any material Group Company Intellectual Property; (viii) under Contract entered into since January 1, 2021 involving any resolution or settlement of any actual or threatened Proceeding which the Company is restricted from carrying imposes monetary obligations in excess of $1,000,000 or which imposes non-monetary obligations (other than customary confidentiality obligations) on its business or any part thereof, or from competing in any line of business or with any PersonGroup Company; (ix) with officers, directors, employees or consultants Contract requiring capital expenditures of the Company, in each case involving payments by the Company in excess of more than $10,000 per annum1,000,000; (x) involving any Affiliates Government Contract resulting in sales of more than $1,000,000 for the Company12 months ended December 31, 2022; (xi) under which the consequences of a default or termination would reasonably be expected to have, Contract with a Material Adverse EffectCustomer or a Material Supplier; (xii) under which Contract containing any of the Company will following provisions applicable to the Business and/or Group Companies: (A) receive aggregate payments from customersa covenant not to engage or compete in any business or to compete with any Person in any geographical area, (B) make aggregate payments a covenant not to vendors solicit or hire any Person (other suppliers than as agreed in any customer contract or (C) make or receive aggregate payments to or from any other Persons, in each case in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not confidentiality agreement entered into in the ordinary course of business and made available to Purchaser), (C) a provision containing “take or pay” or minimum purchase obligations in excess of $3,000,000 per annum or (D) a provision requiring the purchase of all or substantially all of the Business’s requirements of any product that is material to the Business from a single supplier; (xiii) Contract that grants any right of first refusal or right of first offer or similar right with respect to any material assets or businesses of the Group Companies; (xiv) Contract resulting in sales in excess of $1,000,000 per annum that contains a “most favored nation” or other similar term providing preferential pricing or treatment to a third party; or (xv) Contract not otherwise disclosed listed in this Section 3.10(a) that would reasonably be expected to require payments to or from any Group Company in excess of $5,000,000 per annum and that is not terminable by either the counterparty or any Group Company on Schedule 4.10(aless than 90 calendar days prior notice for a reasonably estimated cost of less than $5,000,000; (b) All Contracts listed in Section 3.10(a) of the Parent Disclosure Letter and any Contract granting (I) any Group Company the right to use any Intellectual Property owned by a third party, and (II) any third party the right to use any Group Company Intellectual Property (“IP Licenses” and with the Contracts listed in Section 3.10(a) of the Parent Disclosure Letter, all Benefit Plans and all Collective Bargaining Agreements, collectively, the “Material Contracts”) are valid, binding and in full force and effect and are enforceable by the Group Company party thereto in accordance with their terms, subject to the Bankruptcy Exceptions and except for such failures to be valid, binding, in full force and effect or enforceable that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each Group Company or Parent or Affiliate party to a Material Contract has performed all obligations required to be performed by it under such Material Contract, and it is not (with or without the lapse of time or the giving of notice, or both) in response breach or default in any respect thereunder and, to the Knowledge of Parent, no other party to any Material Contract is (with or without the lapse of time or the giving of notice, or both) in breach or default in any respect thereunder, except in any of the foregoing clauses; cases, for such noncompliance, breaches and The Company defaults that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Parent has delivered made available to Buyer true, correct Purchaser a true and complete copies (i) copy of each written Material Contract in existence as (other than IP Licenses that are not required to be disclosed on Section 3.10(a) (except Section 3.10(a)(vii)) of the date hereof. To the extent that written Contracts do not existParent Disclosure Letter) (including all amendments and supplements applicable thereto other than statements of works, the Company has delivered to Buyer accurate summaries sales or purchase orders or other documents of a similar nature) and (ii) reasonably detailed summary of all of the material terms and conditions of such each oral Contracts. Material Contract (b) Except as other than IP Licenses that are not required to be disclosed on Schedule 4.10(bSection 3.10(a) (except Section 3.10(a)(vii), (i) each Contract existing as of the date hereof is a legal, valid and binding 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 enforceabilityParent Disclosure Letter), 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, to the Knowledge of the Company each other party to each Contract existing as of the date hereof are, in compliance with the terms thereof, and no default or event of default by the Company or any other party thereto exists thereunder.

Contracts. (a) Schedule 4.10(a) sets Except as set forth a truein Section 2.15 of the Seller Disclosure Schedule, correct and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, to which the Company Seller is not a party to, or by which any of its assets or properties are boundbound by, in each case Material to the Business: (i) under which any Contract or series of related Contracts for the Company is indemnified for purchase of materials, supplies, goods, services, equipment or against any liabilityother assets that involves (A) annual payments by the Seller of $15,000 or more, or under which (B) aggregate payments by the Company is or could be obligated to indemnify any Person and which involves a potential liability in excess Seller of $10,000 15,000 or has a term of more than six monthsmore; (ii) under any Contract or series of related Contracts for the sale by the Seller of (A) materials, supplies, goods, services, equipment or other assets, that involves a specified annual minimum dollar sales amount of $5,000 or more, or (B) pursuant to which the Company leases personal property from or to third parties under capitalized leases or under operating leases if the term Seller received payments of such lease is more than six months or the financial obligation is in excess of $10,000 per yearin the year ended January 31, 2007; (iii) for any Contract that requires the Seller to purchase its total requirements of any product or sale service from a third party or that contains “take or pay” provisions; (iv) any Contract or series of products or other personal property or for the furnishing or receipt of services related Contracts that (A) that calls for performance continues over a period of more than six months from the date hereof or (B) in which involves payments to or by the Company has agreed Seller exceeding $10,000, other than arrangements disclosed pursuant to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person the preceding paragraphs (in each case, with a value in excess of $10,000 in the aggregate); i) and (iv) (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreementsii); (v) under which the Company has createdany partnership, incurredjoint venture, assumed teaming or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $10,000, or under which there is or may be imposed a security interest or other Lien on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer)similar Contract; (vi) establishing any distribution, dealer, representative or maintaining any partnership, joint venture or strategic alliancesales agency Contract; (vii) concerning any confidentiality or non-solicitation obligations of the CompanyReal Property Lease; (viii) under any Contract for the lease of Personal Property which provides for payments to or by the Company is restricted from carrying on its business or any part thereof, or from competing Seller in any line one case of business $5,000 or with any Personmore annually or $10,000 or more over the term of the Contract; (ix) with officers, directors, employees or consultants of any Contract which provides for the Company, in each case involving payments indemnification by the Company in excess Seller of $10,000 per annumany Person (including any of its officers or directors), the undertaking by the Seller to be responsible for consequential damages, or the assumption by the Seller of any Tax, environmental or other Liability; (x) involving any Affiliates of the CompanyContract with any Governmental Body; (xi) under which any note, debenture, bond, equipment trust, letter of credit, loan or other Contract for Indebtedness or lending of money (other than to employees for travel expenses in the consequences ordinary course of the Business) or Contract for a default line of credit or termination would reasonably be expected to haveguarantee, a Material Adverse Effectpledge or undertaking of the Indebtedness of any other Person; (xii) under which the Company will (A) receive aggregate payments from customers, (B) make aggregate payments to vendors any Contract for any capital expenditure or other suppliers or (C) make or receive aggregate payments to or from leasehold improvement in any other Persons, in each one case in excess of $10,000 per annum5,000 or any such Contracts in the aggregate greater than $10,000; (xiii) any Contract which is not terminable on sixty (60) restrains or fewer days’ notice without cost purports to restrain the ability of the Seller to engage or penalty; andcompete in any manner or in any business or in any geographic location, or that would so restrain or purport to restrain any purchaser of the Business such as the Buyer; (xiv) not any Out-Bound License or In-Bound License entered into other than in the ordinary course of business, including In-Bound Licenses and Out-Bound Licenses that consist solely of “shrink-wrap” and similar commercially available end-user licenses; (xv) any Contract relating to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise); (xvi) any collective bargaining Contract or other Contract with any labor organization, union or association; (xvii) any Contract that is an employment, consulting, termination or severance Contract; and (xviii) any Contract for the development or maintenance relating to any GSA schedule; and (xix) any Contract that is otherwise material to the Seller and not otherwise previously disclosed on pursuant to this Section 2.15. (b) Each Contract listed or required to be listed in Section 2.15 of the Seller Disclosure Schedule 4.10(a(collectively with all Contracts related to Intellectual Property disclosed under Section 2.13, the “Material Contracts”) is valid and enforceable against Seller in response accordance with its terms. The Seller has complied in all material respects with and is in compliance in all material respects with, and to Seller’s Knowledge, all other parties thereto have complied with and are in compliance in all material respects with, the provisions of each Material Contract, except for such failures to comply that would not reasonably be expected to have a Material Adverse Effect. (c) The Seller is not, and to Seller’s Knowledge, no other party thereto is, in default in the performance, observance or fulfillment of any obligation, covenant, condition or other term contained in any Material Contract, except for such defaults that would not reasonably be expected to have a Material Adverse Effect, and the Seller has not given or received notice to or from any Person relating to any such alleged or potential default that has not been cured. To Seller’s Knowledge, no event has occurred which with or without the giving of notice or lapse of time, or both, may conflict with or result in a violation or breach of, or give any Person the foregoing clauses; and The Company right to exercise any remedy under or accelerate the maturity or performance of, or cancel, terminate or modify, any Material Contract. (d) Seller has delivered or made available to Buyer true, correct accurate and complete copies of each Material 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) Except as disclosed on Schedule 4.10(b), (i) each Contract existing as of the date hereof is a legal, valid and binding 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, to the Knowledge of the Company each other party to each Assigned Contract existing as of the date hereof are, in compliance with the terms thereof, and no default or event of default by the Company or any other party thereto exists thereunderthat Buyer has requested.

Contracts. Section 4.16 of the Disclosure Schedule lists the following contracts and other agreements to which ▇▇▇▇▇ is a party: (a) Schedule 4.10(aany agreement (or group of related agreements) sets forth a true, correct and complete list for the lease of all Contracts, commitments, licenses, agreements, obligations personal property to or binding arrangements, whether oral or written, to which the Company is a party or by which any of its assets or properties are bound: (i) under which the Company is indemnified for or against any liability, or under which the Company is or could be obligated to indemnify from any Person and which involves a potential liability providing for lease payments in excess of $10,000 or has a term of more than six months100,000 per annum; (iib) under which the Company leases personal property from any agreement (or to third parties under capitalized leases or under operating leases if the term group of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iiirelated agreements) for the purchase or sale of products raw materials, commodities, supplies, products, or other personal property property, or for the furnishing or receipt of services (A) that calls for services, the performance of which will extend over a period of more than six months one year, or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value involve consideration in excess of $10,000 in the aggregate)200,000; (ivc) (A) granting representation, marketing any agreement concerning a partnership or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements)joint venture; (vd) any agreement (or group of related agreements) under which the Company it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume or guarantee) any indebtedness for borrowed money money, or any capitalized lease obligation, in excess of $10,000, 50,000 or under which there is or may be it has imposed a security interest or other Lien Security Interest on any of its assets, whether tangible or intangible intangible; (e) any agreement concerning confidentiality or noncompetition, or which otherwise restricts in any material manner the free use by ▇▇▇▇▇ of its assets or data made available to it in the Ordinary Course of Business; (f) any agreement with any of the Seller, any Seller Stockholder, or any Affiliates thereof (other than security interests or Liens granted in favor of Buyer▇▇▇▇▇); (vig) establishing any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or maintaining any partnershipother material plan or arrangement for the benefit of ▇▇▇▇▇'▇ current or former directors, joint venture officers, and employees, or strategic alliancefor which ▇▇▇▇▇ may otherwise be solely or jointly liable; (viih) concerning any confidentiality or non-solicitation obligations of the Companycollective bargaining agreement; (viiii) under which any agreement for the Company is restricted from carrying employment of any individual on its business or any part thereofa full- time, part-time, consulting, or from competing in any line of business or with any Person; (ix) with officers, directors, employees or consultants of the Company, in each case involving payments by the Company other basis providing annual compensation in excess of $10,000 per annum50,000 or providing severance benefits; (xj) involving any Affiliates agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the CompanyOrdinary Course of Business; (xik) any agreement under which the consequences of a default or termination would reasonably be expected to havecould have a material adverse effect on the business, a Material Adverse Effectfinancial condition, operations, results of operations, or future prospects of ▇▇▇▇▇; (xiil) under all contracts to which the Company will Seller or its Affiliates (Aother than ▇▇▇▇▇) receive aggregate payments from customers, is a party and which provides a material benefit or detriment to ▇▇▇▇▇; and (Bm) make aggregate payments to vendors or other suppliers or (C) make or receive aggregate payments to or from any other Persons, in each case agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in response to any of the foregoing clauses; and 200,000. The Company Seller has delivered to the Buyer true, a correct and complete copies copy of each Contract written agreement (as amended to date) listed in existence as Section 4.16 of the date hereofDisclosure Schedule. To the extent that written Contracts do not exist, the Company has delivered With respect to Buyer accurate summaries each agreement required to be identified in Section 4.16 of the material terms and conditions of such oral Contracts. Disclosure Schedule: (bw) Except as disclosed on Schedule 4.10(b), (i) each Contract existing as of the date hereof agreement is a legal, valid and binding obligation of the Companyvalid, enforceable against the Company in accordance with its terms (except as enforcement may be limited by bankruptcybinding, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability)enforceable, 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; (x) the agreement will continue to be legal, to valid, binding, enforceable, and in full force and effect on identical terms following the Knowledge consummation of the Company each other transactions contemplated hereby; (y) no party to each Contract existing as of the date hereof are, is in compliance with the terms thereofbreach or default, and no default event has occurred which with notice or event lapse of default by time would constitute a breach or default, or permit termination, modification, or acceleration, under the Company agreement; and (z) neither the Seller nor ▇▇▇▇▇ nor, to ▇▇▇▇▇'▇ or the Seller's Knowledge, any other party thereto exists thereunderhas repudiated any provision of the agreement.

Contracts. (a) Section 9.08(a) of the Disclosure Schedule 4.10(a) sets forth a true, correct and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, lists each Contract to which the Company is a party or by which any as of its assets or properties are bound:the date of this Agreement that (collectively, the “Material Contracts”): (i) under which restricts the Company is indemnified for from competing with any person in any business, activity or against geographic territory, including Contracts that limit the Company’s rights to develop, market or sell any liability, products 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 monthsservices; (ii) under which involves the Company leases lease of real or personal property from involving consideration or to third parties under capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is other expenditure in excess of $10,000 150,000 per yearyear or $250,000 in the aggregate; (iii) except for purchase or sale orders for the purchase of materials or supplies or for the sale of products entered into in the Ordinary Course of Business, involves the payment or other personal property or for the furnishing or receipt of services (A) that calls for performance over a period expenditure of more than six months $150,000 per year or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value in excess of $10,000 250,000 in the aggregate); (iv) (A) granting representation, marketing provides for capital expenditures or distribution rights the acquisition or (B) relating to Company Intellectual Property (including license, development or similar agreements)construction of fixed assets in excess of $150,000; (v) relates to Indebtedness in excess of $50,000 (excluding advances, deposits or trade payables in the Ordinary Course of Business), including Contracts under which the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $10,000, any such Indebtedness or under which there is or may be imposed a security interest or other Lien the Company has granted an Encumbrance on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer); (vi) establishing or maintaining provides for the disposition of any partnershipmaterial asset, joint venture or strategic allianceother than in the Ordinary Course of Business; (vii) concerning any confidentiality or non-solicitation obligations of the Companyrelates to consulting services not cancelable on less than six (6) months notice; (viii) under which is a partnership or joint venture that involves a sharing of revenues, profits, losses, costs or liabilities by the Company is restricted from carrying on its business or any part thereof, or from competing in any line of business or with any Personother person; (ix) with officersrelates to the acquisition or divestiture of capital stock or other equity securities, directors, employees or consultants substantially all the assets or business of the Company, in each case involving payments by the Company in excess of $10,000 per annumany party; (x) involving contains restrictions with respect to payment of dividends or any Affiliates other distributions in respect of the Equity Interests of the Company; (xi) under which the consequences is an employment, management or consulting agreement with any officer, employee, consultant, independent contractor or sales person, including any Contract containing any severance, change of a default control, retention or termination would reasonably be expected to have, a Material Adverse Effect“golden parachute” provisions; (xii) under which relates to the Company will (A) receive aggregate payments from customers, (B) make aggregate payments to vendors settlement of any Proceeding or other suppliers or (C) make or receive aggregate payments to or from any other PersonsOrder of any Governmental Authority, in each case in excess to which the Company or any of $10,000 per annumits respective assets is bound; (xiii) is a collective bargaining agreement, labor Contract or other Contract with any labor union or any employee organization; (xiv) is a power of attorney (other than a power of attorney given in the Ordinary Course of Business with respect to routine Tax matters); (xv) contains any currently effective provision pursuant to which the Company is obligated to indemnify or make any indemnification payments to any person in excess of $150,000; (xvi) contains a “most favored nation” provision that provides a party a benefit in excess of $150,000 and is not terminable on sixty (60) or fewer days’ notice without cost or penalty; andless than 120 days notice; (xivxvii) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in 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.involves sales commissions; (bxviii) Except as disclosed on Schedule 4.10(b), (i) each Contract existing as involves the in-licensing of the date hereof is a legal, valid and binding 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 any Intellectual Property other than non-exclusive end-user licenses for commercially available prepackaged computer software generally or by equitable principles relating to enforceability), and (ii) available 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, to the Knowledge of the Company each other party to each Contract existing as of the date hereof are, in compliance with the terms thereof, and no default or event of default by the Company or any other party thereto exists thereunder.public; or

Contracts. (a1) Schedule 4.10(a) sets forth a trueThe Company has Previously Disclosed, correct and delivered true and complete list copies of, each of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, the following Contracts to which the Company is a party it or by which any of its assets Subsidiaries is a party, by which it or any of its Subsidiaries is bound, or to which its or any of its Subsidiaries' properties are bound:subject (other than trading commitments with customers or counterparties to purchase or sell securities in the ordinary course of business and consistent with past practice): (A) the real property leases relating to its (i) under which 220,000 square feet lease for 120 ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇ (ii) 90,000 square feet lease for its Jersey City, New Jersey location; (B) any joint venture, shareholder or other similar agreement or arrangement or any options, rights or obligations to acquire from any person any capital stock, voting securities or equity interests or Rights or securities convertible into or exchangeable for capital stock, voting securities or equity interests of such person; (C) any Contract entered into within the Company is indemnified last three (3) years relating to the acquisition or disposition of any material business or operations (whether by merger, sale of stock, sale of assets or otherwise); (D) any Contract providing for existing or against any liability, future borrowing of money or under which payment of the Company is or could be obligated to indemnify any Person and which involves a potential liability deferred purchase price of property in excess of $10,000 or has a term of more than six months; (ii) under which the Company leases personal property from or to third parties under capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iii) for the purchase or sale of products or other personal property or for the furnishing or receipt of services (A) that calls for performance over a period of more than six months or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person 10,000,000 (in each either case, whether incurred, assumed, guaranteed or secured by any asset) (other than borrowings with a value in excess maturity of $10,000 in the aggregateless than one (1) year); (ivE) (A) granting representationany application, marketing license, franchise or distribution other Contract relating to any trademark and trademark rights, tradename and tradename rights, service mark ▇▇▇ service mark ▇▇▇hts, service name and service name rights, copyright and copyright rights or patent and patent rights (B) relating to Company collectively, the "Intellectual Property (including license, development or similar agreementsProperty"); (vF) under which any Contract providing for exclusive dealing or that limits the freedom of the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $10,000, or under which there is or may be imposed a security interest or other Lien on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer); (vi) establishing or maintaining any partnership, joint venture or strategic alliance; (vii) concerning any confidentiality or non-solicitation obligations of the Company; (viii) under which the Company is restricted from carrying on its business or any part thereof, or from competing Affiliates to compete in any line of business or with any Personperson or in any area; (ixG) with officersany Contract, directorsother than this Agreement and the Supplemental Agreements, employees between the Company or consultants any of its Subsidiaries and (i) an Owner or any "associates" or members of the Company"immediate family" (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of an Owner, in each case involving payments (ii) any other Affiliate of the Company or of an Owner, (iii) any person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by the Company or any Affiliate of the Company or of an Owner or (iv) any officer of the Company or any Affiliate of the Company or of an Owner or any "associates" or members of the "immediate family" (as such terms are respectively defined in excess Rule 12b-2 and Rule 16a-1 of $10,000 per annum;the Exchange Act) of any such Owner; or (xH) other than the Supplemental Agreements, any Member agreement, voting agreement, voting trust agreement or similar Contract involving any Affiliates the interests of the Company; (xi) under which the consequences of a default Company or termination would reasonably be expected to have, a Material Adverse Effect; (xii) under which the Company 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 from any other Persons, in each case in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in response to any of the foregoing clauses; and its Subsidiaries. The Company has delivered made available its forms of agreements relating to Buyer true, correct and complete copies the clearing of each Contract in existence as of the date hereof. To the extent that written Contracts do not existfutures or securities transactions, the custody of assets or the extension of credit (a "Clearing Agreement"). Each Clearing Agreement entered into by the Company or any of its Subsidiaries is not modified in any material respect from such form of Clearing Agreement that has delivered been made available. Each contract required to Buyer accurate summaries be disclosed or made available in respect of the material terms and conditions of such oral Contractsthis Section 5.03(h) is referred to as a "Material Contract". (b2) Except as disclosed on Schedule 4.10(b), (i) each Each Material Contract existing as of the date hereof is a legal, valid and binding obligation agreement of the CompanyCompany (and/or its Subsidiaries party thereto (and/or its Affiliates in the case of clause (F) above)) and, enforceable against with respect to any such of the Company and its Subsidiaries (and/or its Affiliates in accordance with its terms the case of clause (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 enforceabilityF) above), 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, to the Knowledge and none of the Company each other party to each Contract existing Company, any of its Subsidiaries (and/or its Affiliates in the case of clause (F) above) or, as of the date hereof arehereof, in compliance with to the terms thereof, and no default or event knowledge of default by the Company or any of its Subsidiaries (and/or its Affiliates in the case of clause (F) above), any other party thereto exists thereunderis in default under any such Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default (to the knowledge of the Company or any of its Subsidiaries with respect to any event relating to a party other than the Company or its Subsidiaries).

Contracts. (a) Except for the contracts disclosed in Schedule 4.10(a3.11(a) sets forth a true(the “Disclosed Contracts”), correct and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, to which neither the Company nor any Asset is bound by, nor is the Company a party or by which any of its assets or properties are boundto: (i) under which the Company is indemnified for any Contractual Obligation (or against any liability, or under which the Company is or could be obligated to indemnify any Person and which involves a potential liability in excess group of $10,000 or has a term of more than six months; (ii) under which the Company leases personal property from or to third parties under capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iiirelated Contractual Obligations) for the purchase or sale of products inventory, raw materials, supplies, goods, products, equipment or other personal property property, or for the furnishing or receipt of services, (1) for which the Company was paid in excess of $100,000 for the 2020 fiscal year or for the nine months ended September 30, 2021, or (2) with respect to any such Contractual Obligation between the Company and a customer, if such Contractual Obligation (or group of related Contractual Obligations) is in respect of a customer that generated (or would generate upon satisfaction of such Contractual Obligation) aggregate revenues with respect to such customer to the Company, on a consolidated basis, equal to or in excess of $100,000 for the 2020 fiscal year or for the nine (9) month period ended September 30, 2021; (ii) (1) any capital lease or (2) any other lease or other Contractual Obligation relating to the Equipment providing for annual rental payments in excess of $50,000, under which any Equipment is held or used by the Company; (iii) any Contractual Obligation relating to the lease or license of any Asset, including Technology and Intellectual Property (and including all customer license and maintenance agreements), other than (1) Real Property Leases or leases relating to the Equipment, (2) Contractual Obligations that are otherwise included in Schedule 3.11(a) and (3) Contractual Obligations that include the license of Company Technology and are entered into by the Company in the Ordinary Course of Business; (iv) any Contractual Obligation for the purchase or sale of products or for the furnishing or receipt of services (A1) that calls which involves one of the Company’s ten (10) largest customers (as determined based on the Company’s revenue for performance over a period the 2020 fiscal year), (2) which involves annualized expenditure of more than six months $50,000, or (B3) in which the Company has granted exclusive manufacturing rights, “most favored nation” or “best price” pricing provisions or marketing or distribution rights relating to any services, products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value in excess of $10,000 in the aggregate); (iv) (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements)certain party; (v) any Contractual Obligation relating to the acquisition or disposition of (i) any business or Person (whether by merger, consolidation or other business combination, sale of securities, sale of assets or otherwise) or (ii) any material Asset, in each case, other than in the Ordinary Course of Business and other than the transaction contemplated hereby; (vi) any Contractual Obligation concerning the creation of a partnership, limited liability company or joint venture agreement or any other relationship involving the sharing of profits, losses or costs; (vii) any Contractual Obligation to purchase goods or services exclusively from a Person or Persons or purchase a minimum amount of goods or services (exceeding $50,000 per year) from a Person or Persons, or all or a portion of the supply of certain goods or services utilized by the Company (exceeding $50,000 per year) from a given Person or Persons; (viii) any Contractual Obligation involving any obligation on the part of the Company to refrain from competing with any Person, from soliciting any employees, independent contractors or customers of any Person or from conducting any other Lawful commercial activity (including in any geographic region); (ix) any Contractual Obligation under which the Company is, or may incur any severance pay, retention or special compensation obligations which would become payable by reason of this Agreement or the Contemplated Transactions (whether payable at the Closing or thereafter); (x) any Contractual Obligation providing for the employment of any Company Employee, or any consultancy or independent contractor agreement with any individual on a full-time, part-time, consulting or other basis or otherwise (i) providing base compensation that is in excess of $125,000 per annum, or (ii) that is not terminable without penalty on less than ninety (90) days’ notice (other than, in the case of (i) and (ii), an offer letter setting forth the terms of an at will employment arrangement with no severance obligations or an Employee Plan disclosed on Schedule 3.17(a)); (xi) any Contractual Obligation under which the Company has created, incurred, assumed advanced or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money loaned an amount in excess of $10,000, or under which there is or may be imposed a security interest or other Lien on 25,000 to any of its assetsAffiliates, whether tangible Company Employee or intangible any individual engaged as an independent contractor or consultant (other than security interests travel allowances or Liens granted similar items in favor the Ordinary Course of Buyer)Business) that remains unpaid as of the Closing Date; (vixii) establishing any Contractual Obligation with any current or maintaining former officer, director or stockholder of the Company or any partnership, joint venture Affiliate thereof that is not related to such Person’s employment or strategic alliancetermination of employment; (viixiii) concerning any confidentiality settlement, conciliation or non-solicitation obligations of similar Contractual Obligations imposing any Contractual Obligation on the CompanyCompany after the Closing Date; (viiixiv) under any Contractual Obligation that would reasonably be expected to have the effect of prohibiting or impairing, in any material impact, the conduct of the Business as currently conducted; (xv) any Contractual Obligation that purports to limit, curtail or restrict the kind of business which the Company is restricted from carrying on its business or any part thereofmay conduct, or from competing the Persons with whom the Company can compete in any market or geographical area or during any period of time, or otherwise materially limit or materially restrict the ability of the Company or the Business to engage in any line of business or with any Person;business activity (including employment); or (ixxvi) 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 Affiliates of the Company; (xi) under which the consequences of a default or termination would reasonably be expected to have, a Material Adverse Effect; (xii) under which the Company 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 from any other Persons, in each case in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course of business and Contractual Obligation not otherwise disclosed on Schedule 4.10(a3.11(a) in response and (A) pursuant to which the Company has an aggregate future Liability to any Person in excess of $100,000, (B) entered into other than in the Ordinary Course of Business or other than on arms-length terms, (C) that is material to the conduct or operation of the foregoing clauses; and Business, or (D) containing any “change of control” or similar provision that may be triggered by the Contemplated Transactions. (b) Neither the Company nor, to the Company’s Knowledge, any other party to any Disclosed Contract is in material breach or violation of, or default under, or has repudiated any provision of, any Disclosed Contract (including all material warranty obligations or otherwise), nor to the Company’s Knowledge, has any event occurred which, with the passage of time or the giving of notice, or both, would constitute a material breach or violation of, or default under, any Disclosed Contract (including all material warranty obligations or otherwise). The Company has delivered not received written notice from any other party to Buyer trueany Disclosed Contract that such party intends to terminate, correct breach or default under such Disclosed Contract. No party to any Disclosed Contract has given the Company notice of any action to terminate, cancel, rescind or procure a judicial reformation thereof. (c) True 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) Except as disclosed on Schedule 4.10(b), (i) each Contract existing as of the date hereof is a legal, valid and binding obligation of the Company, enforceable against standard-form contract used by 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 the Ordinary Course of Business have been made available to or limiting creditors’ rights generally or by equitable principles relating to enforceability), and (ii) to Parent in 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, to the Knowledge of the Company each other party to each Contract existing as of the date hereof are, in compliance with the terms thereof, and no default or event of default by the Company or any other party thereto exists thereunderData Room.

Contracts. (a) Schedule 4.10(a) sets forth 3.17 contains a truecomplete, current and correct and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, of the following types of Contracts to which the Company is a party or party, by which any of its properties or assets or properties are bound: (i) under which the Company is indemnified for or against any liability, or under which the Company is otherwise has material obligations, with each such responsive Contract identified by each corresponding category (i) – (xii) below (the “Material Contracts”): (i) any Contract with any Top Customer or could be obligated Top Supplier; (ii) any Contract or group of related Contracts which involve expenditures or receipts by the Company that require payments or yield receipts of more than One Hundred Thousand Dollars ($100,000)in any twelve (12) month period or more than Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate; (iii) any Contract with any of its officers, directors, employees, consultants or Affiliates (other than at-will employment arrangements with employees entered into in the Ordinary Course of Business), including all non-competition, severance, and indemnification agreements; (iv) any agreement presently in effect for the license of any Intellectual Property involving the payment by or to indemnify any Person and which involves a potential liability the Company in excess of One Hundred Thousand Dollars ($10,000 100,000) per year; (v) any power of attorney; (vi) any partnership, joint venture, profit-sharing or has a term similar agreement entered into with any Person; (vii) all Contracts, other than Contracts with the Buyer, relating to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of more than six months; any other entity or its business or material assets or the sale of the Company, its business or material assets outside of the Ordinary Course of Business; (iiviii) under which any loan agreement, agreement of indebtedness, credit, note, security agreement, guarantee, mortgage, indenture or other document relating to Indebtedness, borrowing of money or extension of credit by or to the Company leases personal property from or to third parties under capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is in excess of One Hundred Fifty Thousand Dollars ($10,000 per year; 150,000); (iiiix) for any material settlement agreement entered into within two (2) years prior to the purchase date of this Agreement or sale of products or other personal property or for the furnishing or receipt of services (A) that calls for performance over a period of more than six months or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value in excess of $10,000 in the aggregate); (iv) (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements); (v) under which the Company has createdoutstanding obligations (other than customary obligations of confidentiality); (x) any Contract granting, incurredlicensing, assumed sublicensing or guaranteed otherwise transferring any Intellectual Property of the Company other than licenses of the Company’s Intellectual Property included in the Company’s form customer agreements entered into in the Ordinary Course of Business; and (xi) any agreement entered into outside the Ordinary Course of Business and presently in effect, involving payment to or may create, incur, assume or guarantee) indebtedness for borrowed money obligations of in excess of One Hundred Thousand Dollars ($10,000100,000), not otherwise described in this Section 3.17. All oral Contracts that are responsive to the categories listed above are identified in the Company Disclosure Schedules. True and correct copies of all the Contracts required to be listed in Section 3.17 (including any amendments, modifications or under which there supplements thereto) have been provided to Buyer. (b) To the Seller’s Knowledge, except as set forth on Section 3.17(b), the Company is not a party to or may be imposed a security interest bound by any Contract containing any covenant (i) limiting in any respect the right of the Company or other Lien on its Affiliates to engage in any line of business, to make use of any of its assets, whether tangible Intellectual Property or intangible (other than security interests or Liens granted in favor of Buyer); (vi) establishing or maintaining compete with any partnership, joint venture or strategic alliance; (vii) concerning any confidentiality or non-solicitation obligations of the Company; (viii) under which the Company is restricted from carrying on its business or any part thereof, or from competing Person in any line of business or with in any Person; geographic region, (ixii) with officersimposing non-solicitation restrictions on the Company or its Affiliates, directors(iii) granting to the other party any exclusivity or similar provisions or rights, employees or consultants of the Company, in each case involving payments including any covenant by the Company in excess that includes an organizational conflict of $10,000 per annum; interest prohibition, restriction, representation, warranty or notice provision or any other restriction on future contracting, (xiv) involving any Affiliates providing “most favored customers” terms for the services of the Company; Company or its Affiliates, or (xiv) under which otherwise limiting or restricting the consequences right of a default or termination would reasonably be expected to have, a Material Adverse Effect; (xii) under which the Company will (A) receive aggregate payments from customers, (B) make aggregate payments to vendors sell or other suppliers or (C) make or receive aggregate payments to or from distribute any other Persons, in each case in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in response to any Intellectual Property of the foregoing clauses; and The Company has delivered or 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 Contractspurchase or otherwise obtain any software or Intellectual Property license. (bc) Except as disclosed on Schedule 4.10(b)To the Seller’s Knowledge, (i) each Contract existing as all of the date hereof is a legal, valid and binding 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 Material Contracts are in full force and effect, and are valid, binding, and enforceable in accordance with their terms, subject to performance by the other party or parties to such Contract, except as the enforceability thereof may be limited by the Permitted Exceptions. The There exists no material breach, default or violation on the part of the Company is andor, to the Knowledge of the Company each Seller, on the part of any other party to each any Material Contract existing as nor has the Company received written or, to the Knowledge of the Seller, oral notice of any breach, default or violation. The Company has not received notice of an intention by any party to any Material Contract that provides for a continuing obligation by any party thereto on the date hereof are, in compliance with to terminate such Contract or amend the terms thereof, and other than modifications in the Ordinary Course of Business that do not adversely affect the Company. The Company has not waived any material rights under any such Material Contract. To the Knowledge of the Seller, no event has occurred which either entitles, or would, with notice or lapse of time or both, entitle any party to any Material Contract to declare breach, default or event violation under any such Material Contract or to accelerate, or which does accelerate, the maturity of default by any Indebtedness of the Company or under any other party thereto exists thereundersuch Material Contract. To the Knowledge of Seller, there is no reason to believe that any such Material Contract with a customer will not remain in effect after the Closing through the remainder of its term.

Contracts. (a) Schedule 4.10(a3.9(a) sets forth contains a true, correct complete and complete accurate list (by reference to the applicable subsection hereof) of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, the following Contracts to which the Company Seller is a party or by to which any of its assets Purchased Asset or properties are bound:the Business is subject (collectively, the “Specified Contracts”): (i) under which the Company is indemnified for or against any liabilityall Contracts that entitle, or under which could reasonably be expected to entitle, the Company is or could be obligated Seller to indemnify any Person and which involves a potential liability in excess receive payments of $10,000 100,000 or has a term of more than six monthsgreater during any 12-month period and/or that involve or relate to any materials, supplies, goods, services or equipment to be sold, delivered provided after the Closing Date by the Seller; (ii) under which all Contracts that provide for the Company leases personal property from payment by the Seller or to third parties under capitalized leases or under operating leases if could result in obligations of the term of such lease is more than six months or Seller in the financial obligation is amount, in excess the aggregate, of $10,000 per year100,000 or greater during any 12-month period; (iii) for the purchase all Contracts that contain any fixed or sale of products indexed pricing, “most favored nation” pricing or other personal property or for the furnishing or receipt of services (A) that calls for performance over a period of more than six months or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value in excess of $10,000 in the aggregate)similar pricing terms; (iv) (A) granting representationall Contracts that contain any provisions regarding minimum volumes, marketing volume discounts or distribution rights rebates or (B) relating that otherwise require the Seller to Company Intellectual Property (including licensepurchase, development or similar agreements)pursuant to which the Seller purchases, its total requirements of any material, supply, good, product or service from a third party, or that contains “take or pay” provisions, and all contracts that require any Person to purchase its requirements of any material, supply, good, product or service from the Seller or that contains “take or pay” provisions; (v) under which all Contracts that restrict the Company has createdSeller from (A) engaging in any business activity anywhere in the world, incurred(B) acquiring any property, assumed developing or guaranteed distributing any product or providing any service, (C) competing with any Person, (D) soliciting for employment, hiring or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $10,000employing any Person, or under which there is (E) doing business with any specified Person or may be imposed any Person in a security interest particular business or other Lien on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer)industry; (vi) establishing all Contracts for acquisitions or maintaining any partnershipdispositions (by merger, joint venture purchase or strategic alliancesale of assets, membership interests or equity or otherwise) of assets (including the Purchased Assets); (vii) all Contracts concerning any confidentiality joint venture or non-solicitation obligations partnership agreements, or the sharing of the Companyprofits; (viii) under which the Company is restricted from carrying on its business or any part thereof, or from competing in any line all Real Property Leases and leases of business or with any Personmaterial personal property; (ix) with officersall Contracts pursuant to which the Seller leases, directorsis licensed or is otherwise authorized to Use any Proprietary Rights for or of any other Person (“Third Party Proprietary Rights Licenses”), employees or consultants of the Company, in each case involving payments by the Company in excess of $10,000 per annumother than licenses for Commercial Software; (x) involving all Contracts pursuant to which the Seller leases, licenses or otherwise authorizes another Person to Use any Affiliates of the CompanyProprietary Rights (“Seller Proprietary Rights Licenses”); (xi) under all notes, debentures, bonds, equipment trusts, letters of credit, loans and all other Contracts which relate to Indebtedness or the consequences lending of a default money by the Seller or termination would reasonably be expected to have, a Material Adverse Effectthe guarantee or undertaking of the Indebtedness of any other Person; (xii) under which the Company 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 from all Contracts with any other Persons, in each case in excess of $10,000 per annumGovernmental Body; (xiii) which is not terminable on sixty (60) all Contracts that, together with any related Contracts, provide for capital expenditures in excess of $50,000 for any single project or fewer days’ notice without cost or penalty; andrelated series of projects; (xiv) all distribution, dealer, representative or sales agency Contracts; (xv) all Contracts with any consultant or independent contractor of the Seller; (xvi) all offer letters and Contracts (A) that provide for the employment or retention of any current employee, director, officer or independent contractor of the Seller or the provision of compensation or benefits thereto, (B) that provide future or ongoing separation or severance pay or other benefit obligations to any current or former employee, director, officer or independent contractor of the Seller, and/or (C) that contain any change of control or similar provisions (including provisions relating to the sale of substantially all of the assets of the Seller) in respect of any employee, director, officer or independent contractor of the Seller; (xvii) all Contracts relating to the Seller that provide for the indemnification by the Seller of any Person or the assumption by the Seller of any Tax, environmental or other liability; (xviii) all Contracts not entered into made in the ordinary course of business and consistent with the Seller’s past practice; and (xix) all other material Contracts defined as having an aggregate value in excess of $100,000 relating to the Seller, the Business, the Assumed Liabilities or the Purchased Assets not otherwise disclosed on Schedule 4.10(arequired to be scheduled pursuant to Sections 3.9(a)(i) in 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 Contractsthrough (xviii) above. (b) Correct and complete copies of the Specified Contracts listed on Schedule 3.9(a) (including all modifications and amendments thereto) have previously been delivered to the Buyer by the Seller. Except as disclosed set forth on Schedule 4.10(b3.9(b), (i) each Contract existing as the Seller is not in default, nor has any event occurred which with the giving of notice or the date hereof is passage of time or both would constitute a legaldefault by the Seller or which would give rise to any right of notice, valid and binding obligation modification, acceleration, payment, cancellation or termination 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)another party under, and (ii) to the Knowledge of the Companyor in any manner release any party thereto from any obligation under, each any Specified 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, to the Knowledge of the Company each Seller, no other party to any Specified Contract is in default, nor has any event occurred which with the giving of notice or the passage of time or both would constitute a default by any other party or which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by the Seller under, or in any manner release any party thereto from any obligation under, any such Specified Contract. Each of the Specified Contracts is in full force and effect, is valid and enforceable in accordance with its terms, and is not subject to any claims, charges, set-offs or defenses, except as the enforcement may be limited by applicable bankruptcy, insolvency or reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights or general principles of equity. None of the Specified Contracts were awarded to the Seller in connection with, or as a result of, the Seller being deemed a “minority business enterprise” or “minority-owned business concern” as defined in 48 C.F.R. § 52.219- 8 or any other similar law or standard. (c) All conditions in each Specified Contract existing as of which are required to be (or which by their nature can be) satisfied in all material respects by the Seller prior to the date hereof are, in compliance with the terms thereofhave been satisfied, and no default all such conditions required to be (or event which by their nature can be) satisfied by any other party thereto, to date, have been satisfied in all material respects. (d) The Assigned Contracts constitute all of default the Contracts necessary for the operation of the Business. The Seller has not modified, supplemented or amended any Assigned Contract except as set forth on Schedule 3.9(a) or waived performance by the Company or any other party thereto exists of any covenant thereunder. There are no pending renegotiations of any of the Assigned Contracts and the Seller has not received written notice from, and the Seller has no knowledge that a party to any Assigned Contract intends to, terminate, cancel or change the terms of, any such Assigned Contract.

Contracts. (aSection 4(p) of the Disclosure Schedule 4.10(a) sets forth a true, correct lists the following contracts and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, other agreements to which the either Company is a party or by which any of its assets or properties are boundSubsidiaries is a party: (i) under which any agreement (or group of related agreements) for the Company is indemnified for lease of personal property to or against any liability, or under which the Company is or could be obligated to indemnify from any Person and which involves a potential liability providing for lease payments in excess of $10,000 or has a term of more than six months25,000 per annum; (ii) under which the Company leases personal property from any agreement (or to third parties under capitalized leases or under operating leases if the term group of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iiirelated agreements) for the purchase or sale of products raw materials, commodities, supplies, products, or other personal property property, or for the furnishing or receipt of services (A) that calls for services, the performance of which will extend over a period of more than six months one year, result in a material loss to any of the Companies and its Subsidiaries, or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value involve consideration in excess of $10,000 in the aggregate)25,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar group of related agreements); (v) under which the Company it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume or guarantee) any indebtedness for borrowed money money, or any capitalized lease obligation, in excess of $10,000, 25,000 or under which there is or may be it has imposed a security interest or other Lien on any of its assets, whether tangible or intangible intangible; (other than security interests v) any agreement concerning confidentiality or Liens granted in favor of Buyer)noncompetition; (vi) establishing or maintaining any partnership, joint venture or strategic allianceagreement with any of Sellers and their Affiliates (other than one of the Companies and its Subsidiaries); (vii) concerning any confidentiality profit sharing, interest option, interest purchase, interest appreciation, deferred compensation, severance, or non-solicitation obligations other material plan or arrangement for the benefit of the Companyits current or former members, managers, officers, and employees; (viii) under which the Company is restricted from carrying on its business or any part thereof, or from competing in any line of business or with any Personcollective bargaining agreement; (ix) with officersany agreement for the employment of any individual on a full-time, directorspart-time, employees consulting, or consultants of the Company, in each case involving payments by the Company other basis providing annual compensation in excess of $10,000 per annum50,000 or providing severance benefits; (x) involving any Affiliates agreement under which it has advanced or loaned any amount to any of its members, managers, officers, or employees outside the CompanyOrdinary Course of Business; (xi) any agreement under which the consequences of a default or termination would reasonably be expected to have, could have a Material Adverse Effect; (xii) any agreement under which the either Company will (A) receive aggregate payments from customers, (B) make aggregate payments to vendors or other suppliers any of its Subsidiaries has advanced or (C) make or receive aggregate payments to or from loaned any other Persons, Person amounts in each case the aggregate exceeding $25,000; or (xiii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in response to any of the foregoing clauses; and The Company has 25,000. Sellers have delivered to Buyer true, a correct and complete copies copy of each Contract written agreement (as amended to date) listed in existence as Section 4(p) of the date hereofDisclosure Schedule. To With respect to each such agreement: (A) 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) Except as disclosed on Schedule 4.10(b), (i) each Contract existing as of the date hereof agreement is a legal, valid and binding obligation of the Companyvalid, enforceable against the Company in accordance with its terms (except as enforcement may be limited by bankruptcybinding, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability)enforceable, 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 ; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is andin breach or default, and to the Knowledge of Sellers no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the Company each other agreement; and (D) no party to each Contract existing as has repudiated any provision of the date hereof are, in compliance with the terms thereof, and no default or event of default by the Company or any other party thereto exists thereunderagreement.

Contracts. (aSection 4(p) of the Disclosure Schedule 4.10(a) sets forth a true, correct lists the following contracts and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, other agreements to which the Company is currently a party or by which any of its assets or properties are boundparty: (i) under which the Company is indemnified for any agreement (or against any liability, or under which the Company is or could be obligated to indemnify any Person and which involves a potential liability in excess group of $10,000 or has a term of more than six months; (ii) under which the Company leases personal property from or to third parties under capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iiirelated agreements) for the purchase or sale lease of products or other personal property to or fromany Person providing for the furnishing or receipt of services (A) that calls for performance over a period of more than six months or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value in excess of $10,000 in the aggregate); (iv) (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements); (v) under which the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $10,000, or under which there is or may be imposed a security interest or other Lien on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer); (vi) establishing or maintaining any partnership, joint venture or strategic alliance; (vii) concerning any confidentiality or non-solicitation obligations of the Company; (viii) under which the Company is restricted from carrying on its business or any part thereof, or from competing in any line of business or with any Person; (ix) with officers, directors, employees or consultants of the Company, in each case involving lease payments by the Company in excess of $10,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to the Company, or involve consideration in excess of $10,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any agreement with any of the Sellers and their Affiliates (other than the Company); (vii) 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; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 (U.S.) or providing severance benefits; (x) involving any Affiliates agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Company;Ordinary Course of Business; or (xi) any agreement under which the consequences of a default or termination would reasonably be expected to have, could have a Material Adverse Effect; (xii) under which Change on the Company will (A) receive aggregate payments from customersbusiness, (B) make aggregate payments to vendors financial condition, operations, results of operations, or other suppliers or (C) make or receive aggregate payments to or from any other Persons, in each case in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in response to any future prospects of the foregoing clauses; Company. The Sellers have made available and The Company has delivered prior to the Closing will deliver to the Buyer true, a correct and complete copies copy of each Contract written agreement listed in existence as Section 4(p) of the date hereof. To Disclosure Schedule (as amended to date) and a written summary setting forth the extent that written Contracts do not exist, the Company has delivered to Buyer accurate summaries of the material terms and conditions of such each oral Contracts. (bagreement referred to in Section 4(p) Except as disclosed on Schedule 4.10(b), (i) each Contract existing as of the date hereof Disclosure Schedule. With respect to each such agreement: (A) the agreement is a legal, valid and binding obligation of the Companyvalid, enforceable against the Company in accordance with its terms (except as enforcement may be limited by bankruptcybinding, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability)enforceable, 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; (B) the agreement will continue to be legal, to valid, binding, enforceable, and in full force and effect on identical terms following the Knowledge consummation of the Company each other transactions contemplated hereby; (C) no party to each Contract existing is in breach or default, and except as otherwise set forth in the Disclosure Schedule no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the date hereof are, in compliance with the terms thereof, and no default or event of default by the Company or any other party thereto exists thereunderagreement.

Contracts. (a) Except for the Contracts disclosed pursuant to Section 2.13, Schedule 4.10(a) sets forth a true, correct and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, 2.14 lists the following Contracts to which the Company is currently a party or by is subject to and which any have not, as of its assets or properties are boundthe date hereof, been fully performed: (ia) under which the Company is indemnified for any agreement (or against any liability, or under which the Company is or could be obligated to indemnify any Person and which involves a potential liability in excess group of $10,000 or has a term of more than six months; (ii) under which the Company leases personal property from or to third parties under capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iiirelated agreements) for the purchase or sale of products inventory, products, machinery, equipment or other personal property or real property, or for the furnishing or receipt of services (A) that calls for performance over a period of more than six months or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value requiring payments in excess of $10,000 in the aggregate)50,000 per year; (ivb) any Contract (Aor group of related Contracts) granting representationfor the consignment or lease of machinery, marketing equipment or distribution rights other personal property or (B) relating real property to Company Intellectual Property (including license, development or similar agreements)from any Person requiring payments in excess of $50,000 per year; (vc) any capitalized lease, pledge, conditional sale or title retention agreement; (d) any agreement concerning a partnership, joint venture or investment or relating to any distributorship or franchise; (e) any agreement (or group of related agreements) under which the Company it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume or guarantee) indebtedness any Indebtedness for borrowed money in excess of $10,000or any other obligation, or any capitalized lease obligation, or under which there is or may be imposed a security interest or other Lien an Encumbrance on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer)intangible; (vif) establishing or maintaining any partnership, joint venture or strategic alliance; (vii) agreement concerning any confidentiality or non-solicitation obligations of the Company; (viii) under which noncompetition or otherwise prohibiting the Company is restricted from carrying on its freely engaging in any business or any part thereof, requiring it to exclusively sell or purchase to or from competing in any line of business or with any Person; (ixg) any Contract with officersany of its Affiliates (including Seller), directorsofficer or director or any family member of an Affiliate (including Seller), employees officer or consultants director; (h) any agreement containing commitments of the Companysuretyship, in each case involving payments guarantee or indemnification; (i) any mortgage, indenture, note, bond or other agreement relating to Indebtedness provided by the Company or any of its Subsidiaries; (j) any agreement involving an Authority; (k) any collective bargaining agreement; (l) any agreement for the employment of any individual on a full-time, part-time, consulting or other basis providing for payments in excess of $10,000 100,000 per annumyear; (xm) involving any Affiliates agreement providing severance benefits or payments upon the sale of the CompanyCompany or any of its Subsidiaries; (xin) any agreement under which the consequences of a default or termination would could reasonably be expected to have, have a Material Adverse Effect; (xiio) under which any advertising or marketing Contracts or similar agreements; (p) Contracts providing for “take or pay” or similar unconditional purchase or payment obligations; (q) Contracts relating to the Company will acquisition of any business (Awhether by merger, sale of stock, sale of assets or otherwise) receive aggregate payments from customersentered into since December 31, 2003; (Br) make aggregate payments to vendors or other suppliers or (C) make or receive aggregate payments to or from any other Persons, in each case agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000 50,000 per annum;year; or (xiiis) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in response any commitment to do any of the foregoing clauses; and The Company foregoing. Seller has delivered delivered, or made available, to Buyer true, Purchaser a correct and complete copies copy of each Contract written agreement listed in existence Schedule 2.14 (as of amended to date). With respect to each agreement listed or required to be listed in Schedule 2.14: (A) the date hereof. To the extent that written Contracts do not existagreement is, the Company has delivered with respect to Buyer accurate summaries of the material terms and conditions of such oral Contracts. (b) Except as disclosed on Schedule 4.10(b), (i) each Contract existing as of the date hereof is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except as enforcement may be limited by bankruptcylegal, insolvencyvalid, reorganizationbinding, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability)enforceable, 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 effect in all material respects; (B) neither the Company is andnor, to the Knowledge of the Company each other party to each Contract existing as of the date hereof areSeller, in compliance with the terms thereof, and no default or event of default by the Company or any other party thereto exists thereunderis in material breach or default, and no event has occurred which with notice or lapse of time would constitute a material breach or default by the Company, or permit termination, modification, or acceleration under the Contract; and (C) neither the Company nor, to the Knowledge of Seller, any other party has repudiated any material provision of the Contract.

Contracts. (a) Section 3.14 of the Disclosure Schedule 4.10(a) sets forth a true, correct lists the following contracts and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, other agreements to which the Company is a party or by which any of its assets or properties are boundparty: (ia) under which any agreement (or group of related agreements) for the Company is indemnified for lease of personal property to or against any liability, or under which the Company is or could be obligated to indemnify from any Person and which involves a potential liability providing for lease payments in excess of Ten Thousand and 00/100 ($10,000 or has a term of more than six months10,000.00) Dollars per annum; (iib) under which the Company leases personal property from any agreement (or to third parties under capitalized leases or under operating leases if the term group of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iiirelated agreements) for the purchase or sale of products raw materials, commodities, supplies, products, or other personal property property, or for the furnishing or receipt of services (A) that calls for services, the performance of which will extend over a period of more than six months 1 year, result in a loss to the Company, or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value involve consideration in excess of Ten Thousand and 00/100 ($10,000 in the aggregate)10,000.00) Dollars; (ivc) any agreement (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar group of related agreements); (v) under which the Company it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume or guarantee) any indebtedness for borrowed money money, or any capitalized lease obligation, in excess of Ten Thousand and 00/100 ($10,000, 10,000.00) Dollars or under which there is or may be it has imposed a security interest or other Lien on any of its assets, whether tangible or intangible intangible; (d) any agreement concerning non-competition; (e) any profit sharing, membership interest option, membership purchase, interest appreciation, deferred compensation, severance, or other than security interests plan or Liens arrangement for the benefit of its current or former members, directors, officers, and employees; (f) any collective bargaining agreement; (g) any agreement for the employment of any individual on a full-time, part-time, or consulting basis; (h) any agreement under which it has advanced or loaned any amount to any of its members, directors, officers, and employees outside the Ordinary Course of Business; (i) any agreement under which it has granted in favor of Buyerany Person any registration rights (including, without limitation, demand and piggyback registration rights); (vij) establishing any settlement, conciliation or maintaining similar agreement or imposition of monitoring or reporting obligations to any partnership, joint venture or strategic allianceGovernmental Entity outside the Ordinary Course of Business; (viik) concerning any confidentiality or non-solicitation obligations of the Company; (viii) agreement under which the Company is restricted from carrying on its business has advanced or loaned any part thereof, or from competing other Person amounts in any line of business or with any Person;the aggregate exceeding Ten Thousand and 00/100 ($10,000.00) Dollars; or (ixl) with officers, directors, employees any other agreement (or consultants group of related agreements) the Company, in each case involving payments by the Company performance of which involves consideration in excess of Ten Thousand and 00/100 ($10,000 per annum; (x10,000.00) involving any Affiliates of the Company; (xi) under which the consequences of a default or termination would reasonably be expected to have, a Material Adverse Effect; (xii) under which the Company 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 from any other Persons, in each case in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in response to any of the foregoing clauses; and Dollars. The Company has delivered to Buyer true, Parent a correct and complete copies copy of each Contract written agreement (as amended to date) listed in existence as Section 3.14 of the date hereof. To the extent that Disclosure Schedule and a written Contracts do not exist, the Company has delivered to Buyer accurate summaries of summary setting forth the material terms and conditions of such each oral Contracts. (b) Except as disclosed on Schedule 4.10(b), (i) each Contract existing as agreement referred to in Section 3.14 of the date hereof Disclosure Schedule. With respect to each such agreement: (A) the agreement is a legal, valid valid, binding, enforceable, and binding obligation in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the Company, enforceable against transactions contemplated hereby; (C) the Company is not in accordance with its terms (except as enforcement may be limited by bankruptcybreach or default, insolvencyand, 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 no event has occurred that with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) the Company has not repudiated any provision 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, to the Knowledge of the Company each other party to each Contract existing as of the date hereof are, in compliance with the terms thereof, and no default or event of default by the Company or any other party thereto exists thereunderagreement.

Contracts. (ai) Section 4(o) of Seller Disclosure Schedule 4.10(a) sets forth a true, correct lists the following contracts and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, other agreements to which the Company is a party or by which any of Seller and its assets or properties are boundSubsidiaries is a party: (iA) under which any agreement (or group of related agreements) for the Company is indemnified for lease of personal property to or against from any 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 monthsPerson; (iiB) under which the Company leases personal property from any agreement (or to third parties under capitalized leases or under operating leases if the term group of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iiirelated agreements) for the purchase or sale of products raw materials, commodities, supplies, products, or other personal property property, or for the furnishing or receipt of services (A) that calls for services, the performance of which will extend over a period of more than six months one year, result in a loss to any of Seller and its Subsidiaries, or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value involve consideration in excess of $10,000 in the aggregate)10,000; (ivC) (A) granting representation, marketing any agreement concerning a partnership or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements)joint venture; (vD) any agreement (or group of related agreements) under which the Company it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume or guarantee) any indebtedness for borrowed money in excess of $10,000money, or any capitalized lease obligation, under which there is or may be it has imposed a security interest or other Lien an Encumbrance on any of its assets, whether tangible or intangible intangible; (E) any agreement concerning confidentiality or noncompetition; (F) any agreement involving any of the Principal Stockholders and their Affiliates (other than security interests Seller and its Subsidiaries) or Liens granted in favor any officers or directors of Buyer)Seller; (viG) establishing any Employee Benefit Plan, profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or maintaining any partnershipother plan or arrangement for the benefit of its current or former directors, joint venture or strategic allianceofficers, and employees; (viiH) concerning any confidentiality or non-solicitation obligations of the Companycollective bargaining agreement; (viiiI) under which any agreement for the Company is restricted from carrying employment of any individual on its business or any part thereofa full-time, part-time, consulting, or from competing in any line of business other basis or with any Personproviding severance benefits; (ixJ) with any agreement under which it has advanced or loaned any amount to any of its current or former directors, officers, directorsand employees; (K) any supply or vendor agreement under which Seller receives any services, employees goods, or consultants other items (including Internet bandwidth) the performance of the Company, in each case involving payments by the Company which involves consideration in excess of $10,000 per annum10,000; (xL) involving any Affiliates of the Company; (xi) agreement under which the consequences of a default or termination would reasonably be expected to have, a could cause Seller Material Adverse Effect; (xiiM) under which the Company 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 from any other Persons, in each case agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000 per annumin the aggregate over the term of the Agreement; (xiiiN) which any other contract, lease, license or other agreements or arrangements that is not terminable on sixty (60) or fewer days’ notice without cost or penaltyused in the operation by Seller of its business; and (xivO) not entered into any agreement imposing any material restriction on the right of Seller or any of its Subsidiaries to compete with any other Person. (ii) The documents listed on Section 4(o) of Seller Disclosure Schedule and identified as Acquired Contracts constitute all of the contracts, leases, accounts receivable, licenses, instruments and other agreements or arrangements used by Seller and its Subsidiaries in the ordinary course operation of its business and not otherwise disclosed on Schedule 4.10(aother than Excluded Assets. (iii) in response to any of the foregoing clauses; and The Company Seller has delivered to the Buyer true, a correct and complete copies copy of each Contract written agreement listed in existence Section 4(o) of Seller Disclosure Schedule (as of amended to date) and a written summary setting forth 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 each oral agreement referred to in Section 4(o) of Seller Disclosure Schedule. With respect to each such oral Contracts. agreement: (bA) Except as disclosed on Schedule 4.10(b), (i) each Contract existing as of the date hereof agreement is a legal, valid and binding obligation of the Companyvalid, enforceable against the Company in accordance with its terms (except as enforcement may be limited by bankruptcybinding, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability)enforceable, 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; (B) the agreement will continue to be legal, to valid, binding, enforceable, and in full force and effect on identical terms following the Knowledge consummation of the Company each other transactions contemplated hereby (including the assignments and assumptions referred to in Section 2 above); (C) no party to each Contract existing as of the date hereof are, is in compliance with the terms thereofbreach or default, and no default event has occurred which with notice or event lapse of default by time would constitute a breach or default, or permit termination, modification, or acceleration, under the Company or agreement; and (D) no party has repudiated any other party thereto exists thereunderprovision of the agreement.

Contracts. (a) The Company Disclosure Schedule 4.10(a) sets forth forth, as of the date hereof, a true, correct and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, the following Contracts to which the Company or any of its Subsidiaries is a party or by which it or its properties or assets are bound (i) all Contracts required by its terms, or that is currently expected to, result in the payment or receipt by the Company and its Subsidiaries of more than $200,000 per annum in the aggregate during the current fiscal year or over its remaining term, (ii) all Contracts entered into by the Company or any of its assets Subsidiaries with an officer or properties are bound: (i) under which director of the Company is indemnified for or against any liabilitySubsidiary of the Company, (iii) all Contracts that restrict the Company or any of its Subsidiaries from engaging in any business activity anywhere in the world, (iv) all mortgages, deeds of trust, indentures, loan or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit to the Company or any of its Subsidiaries other than Company Debt that will be extinguished at the Closing; (v) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or under which other material plan or arrangement for the Company is benefit of its current or could be obligated to indemnify former directors, officers, and employees; (vi) any Person and which involves agreement for the employment of any individual on a potential liability full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 75,000 or has a term providing material severance benefits; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of more than six months; $150,000 in any individual case; (iiviii) under all agreements pursuant to which the Company leases personal property at any time since January 1, 2000 acquired or sold any business or business line from or to third parties under capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iii) for the another Person, whether through an asset purchase, stock purchase or sale of products or other personal property or for the furnishing or receipt of services (A) that calls for performance over a period of more than six months or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value in excess of $10,000 in the aggregate); (iv) (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements); (v) under which the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $10,000, or under which there is or may be imposed a security interest or other Lien on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer); (vi) establishing or maintaining any partnership, joint venture or strategic alliance; (vii) concerning any confidentiality or non-solicitation obligations of the Company; (viii) under which the Company is restricted from carrying on its business or any part thereof, or from competing in any line of business or with any Person; merger; (ix) with officers, directors, employees or consultants all issued and outstanding letters of the Company, in each case involving payments by the Company in excess of $10,000 per annum; credit and (x) involving any Affiliates other Contract material to the operations of the Company; (xi) under which the consequences of a default Company or termination would reasonably be expected to have, a Material Adverse Effect; (xii) under which the Company 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 from any other Persons, in each case in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in 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 ContractsSubsidiary. (b) Except as disclosed on Schedule 4.10(b), (iEach Contract required to be listed in Section 4.12(a) each Contract existing as of the date hereof is a Company Disclosure Schedule (collectively, the “Material Contracts”) is, and after giving effect to the transactions contemplated by this Agreement will be, legal, binding, valid and binding obligation of enforceable against the Company, enforceable against the Company in accordance with its terms (except as enforcement may be limited by bankruptcyand, 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 party or 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 effectterms. The Company is and, to To the Knowledge of the Company each other Company, no party to each Contract existing as is (with or without the giving of notice or lapse of time, or both) in default in the date hereof areperformance, observance or fulfillment of any obligation, covenant or condition contained in compliance with the terms thereofany Material Contract, and no default party has repudiated any material provision of any Material Contract. (c) This Section 4.12 does not relate to Leases, such items being the subject of Section 4.9, or event to Company Licenses or Third Party Licenses, such items being the subject of default by the Company or any other party thereto exists thereunderSection 4.10.

Contracts. (aSection 4(k) of the Disclosure Schedule 4.10(a) sets forth a true, correct lists the following contracts and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, other agreements to which the Company Buyer is a party party, except contracts and other agreements involving a potential acquisition of the capital stock or assets of the Buyer, which by which any of its assets or properties their terms are boundsubject to a non-disclosure covenant: (i) under which any agreement (or group of related agreements) for the Company is indemnified for lease of personal property to or against any liability, or under which the Company is or could be obligated to indemnify from any Person and which involves a potential liability providing for lease payments in excess of $10,000 or has a term of more than six months25,000 per annum; (ii) under any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which the Company leases personal property from or to third parties under capitalized leases or under operating leases if the term will extend over a period of such lease is more than six months one year, result in a material loss to the Buyer, or the financial obligation is involve consideration in excess of $10,000 50,000 per year; (iii) for the purchase any agreement concerning a partnership or sale of products or other personal property or for the furnishing or receipt of services (A) that calls for performance over a period of more than six months or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value in excess of $10,000 in the aggregate)joint venture; (iv) any agreement (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar group of related agreements); (v) under which the Company it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume or guarantee) any indebtedness for borrowed money money, or any capitalized lease obligation, in excess of $10,000, 25,000 or under which there is or may be it has imposed a security interest or other Lien Security Interest on any of its assets, whether tangible or intangible intangible; (v) any agreement concerning confidentiality or non-competition, except as hereinabove provided; (vi) any agreement involving any of the Buyer's stockholders and their Affiliates (other than security interests or Liens granted in favor of the Buyer); (vi) establishing or maintaining any partnership, joint venture or strategic alliance; (vii) concerning any confidentiality profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or non-solicitation obligations other material plan or arrangement for the benefit of the Companyits current or former directors, officers, and employees; (viii) under which the Company is restricted from carrying on its business or any part thereof, or from competing in any line of business or with any Personcollective bargaining agreement; (ix) with officersany agreement for the employment of any individual on a full-time, directorspart-time, employees consulting, or consultants of the Company, in each case involving payments by the Company other basis not cancelable on 30 days or less notice providing annual compensation in excess of $10,000 per annum25,000 or providing severance benefits; (x) involving any Affiliates agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the CompanyOrdinary Course of Business; (xi) except as otherwise listed pursuant to this Section 4(k), any agreement under which the consequences of a default or termination would reasonably be expected to havecould have a material adverse effect on the business, a Material Adverse Effectfinancial condition, operations, results of operations of the Buyer, other than client or customer sales contracts entered into in the Ordinary Course of Business of the Buyer; (xii) under which the Company 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 from any other Persons, in each case agreement (or group of related agreements) the performance of which involves annual consideration in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in response to any of the foregoing clauses; and 50,000. The Company Buyer has delivered to Buyer true, the Target a correct and complete copies copy of each Contract written agreement listed in existence as Section 4(k) of the date hereof. To the extent that Disclosure Schedule (as amended to date) and a written Contracts do not exist, the Company has delivered to Buyer accurate summaries of summary setting forth the material terms and conditions of such each oral Contracts. (bagreement referred to in Section 4(k) Except as disclosed on Schedule 4.10(b), (i) each Contract existing as of the date hereof Disclosure Schedule. With respect to each such agreement, to the Buyer's Knowledge: (A) the agreement is in full force and effect and constitutes a legal, valid and binding obligation agreement of the CompanyBuyer, enforceable against the Company in accordance with its terms (terms, except as enforcement such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium, fraudulent transfer moratoriums or conveyance or other similar laws relating to or limiting affecting the enforcement of creditors’ ' rights generally and the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at law or by equitable principles relating to enforceabilityinequity), ; and (iiB) 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 no party is in full force and effect. The Company is and, to the Knowledge of the Company each other party to each Contract existing as of the date hereof are, in compliance with the terms thereofmaterial breach or default, and no default event has occurred which with notice or event lapse of default by time would constitute a material breach or default, or permit termination, modification, or acceleration, under the Company or any other party thereto exists thereunderagreement.

Contracts. Schedule 4.14 contains a complete and accurate list of the following types and forms of contracts and other agreements to which Buildscape is a party: (a) Schedule 4.10(a) sets forth a trueany agreement (or group of related agreements), correct and complete list written or oral, for the lease of all Contracts, commitments, licenses, agreements, obligations personal property to or binding arrangements, whether oral or written, to which the Company is a party or by which any of its assets or properties are bound: (i) under which the Company is indemnified for or against any liability, or under which the Company is or could be obligated to indemnify from any Person and which involves a potential liability providing for lease payments in excess of $10,000 5,000 per annum or has a term of more than six monthswhich may not be terminated by Buildscape without penalty or payment on 30 days, or less, notice; (iib) under which the Company leases personal property from any agreement (or to third parties under capitalized leases or under operating leases if the term group of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iiirelated agreements) for the purchase or sale of products raw materials, commodities, supplies, products, or other personal property property, or for the furnishing or receipt of services (A) that calls for services, the performance of which shall extend over a period of more than six months one year, or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value involve consideration in excess of $10,000 in the aggregate)5,000; (ivc) (A) granting representationany agreement concerning a partnership or limited partnership, marketing joint venture, limited liability company or distribution rights limited liability partnership, including any agreement with such an organization which provides for a sharing of profits, losses, costs or (B) relating to Company Intellectual Property (including license, development or similar agreements)liabilities with any other Person; (vd) any agreement granting a power of attorney to any Person; (e) any agreement involving a written warranty or guaranty and any other similar understanding with respect to contractual performance extended by Buildscape other trail in the Ordinary Course of Business; (f) any agreement (or group of related agreements) under which the Company it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume or guarantee) any indebtedness for borrowed money money, or any capitalized lease obligation, in excess of $10,000, 6,000 or under which there is or may be it has imposed a security interest or other Lien an Encumbrance on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer)intangible; (vig) establishing any contract, arrangement or maintaining any partnership, joint venture or strategic alliance; (vii) concerning any confidentiality or noncommitment containing covenants by Buildscape not-solicitation obligations of the Company; (viii) under which the Company is restricted from carrying on its business or any part thereof, or from competing to-compete in any line of business or with any PersonPerson or restricting the customers from whom, or the area in which, Buildscape may solicit or conduct business or any contract, arrangement or commitment involving a covenant of confidentiality; (ixh) with any agreement under which it has advanced or lent any amount of money or property to any of its directors, officers, directors, and employees or consultants outside of the Company, in each case involving payments by the Company in excess Ordinary Course of $10,000 per annumBusiness; (xi) involving any Affiliates of the Company; (xi) agreement under which the consequences of a default or termination would reasonably be expected to have, could have a Material material Adverse Effect;; or (xiij) under which the Company 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 from any other Persons, in each case agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in response to any of the foregoing clauses; and The Company 25,000. Buildscape has delivered to Buyer true, Imagine a correct and complete copies copy of each Contract written agreement listed in existence Schedule 4.14 (as of amended to the date hereof. To ) and a written summary setting forth the extent that written Contracts do not exist, the Company has delivered to Buyer accurate summaries of the material terms and conditions of each oral agreement referred to in Schedule 4.14. With respect to each such oral Contracts. agreement: (bA) Except as disclosed on Schedule 4.10(b), (i) each Contract existing as of the date hereof agreement is a legal, valid and binding obligation of the Companyvalid, binding, 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; (B) the agreement shall continue to be legal, to valid, binding, enforceable and in full force and effect on identical terms following the Knowledge consummation of the Company each other Contemplated Transactions; (C) no party to each Contract existing as of the date hereof are, is in compliance with the terms thereofbreach or default, and no default event has occurred which with notice or event lapse of default by time would constitute a breach or default, or permit termination, modification, or acceleration, under the Company or agreement; and (D) no party has repudiated any other party thereto exists thereunderprovision of the agreement.

Contracts. (a) Excluding Contracts for which neither a Company nor any of their Assets will be bound or have liability after Closing, and excluding insurance policies and fidelity bonds, Schedule 4.10(a3.18(a) sets forth a true, correct and complete list as of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, the date of this Agreement of the following Contracts to which the a Company is a party or by which any of its assets or properties are bound:(collectively, the “Material Contracts”): (i) under which each Contract that is executory in whole or in part and that involves expenditures or receipts of a Company for goods or services that is not the Company product of arm’s length dealings or is indemnified for otherwise outside of the ordinary course of business or against any liability, or under which the Company is or could be obligated to indemnify any Person and which involves a potential liability of an amount in excess of $10,000 500,000 after the date of this Agreement (excluding any orders for the sale or has a term purchase of more than six monthsgoods or services by the Companies, which are dealt with exclusively in Section 3.19 and excluding Contracts between the Companies); (ii) under which the Company leases personal property from each lease, rental or to third parties under capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iii) for the purchase or sale of products or occupancy Contract, installment and conditional Contract, and any other personal property or for the furnishing or receipt of services (A) that calls for performance over a period of more than six months or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (Contract, in each case, with affecting the ownership of, leasing of, title to or use of any real property, in each case having a value in excess of $10,000 in the aggregate)500,000; (iii) each joint venture, partnership or any other material Contract involving a sharing of profits, losses, costs or liabilities; (iv) (A) granting representation, marketing each Contract containing covenants that restrict or distribution rights prohibit business activity or (B) relating the freedom of a Company to Company Intellectual Property (including license, development or similar agreements); (v) under which the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $10,000, or under which there is or may be imposed a security interest or other Lien on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer); (vi) establishing or maintaining any partnership, joint venture or strategic alliance; (vii) concerning any confidentiality or non-solicitation obligations of the Company; (viii) under which the Company is restricted from carrying on its business or any part thereof, or from competing engage in any line of business or to compete with any Person; (ixv) each Contract with officersany present or former director, directorsofficer, employees independent contractor or consultants employee of a Company pursuant to which such Company has any obligation or liability; (vi) each power of attorney; (vii) each Contract evidencing indebtedness, whether secured or unsecured, including all loan agreements, line of credit agreements, indentures, mortgages, promissory notes, agreements concerning long and short-term debt, together with all security agreements or other lien documents related to or binding on the Assets of a Company, ; and (viii) any license of material Intellectual Property that contemplates or involves the payment or delivery of Cash or other consideration to a third party in each case involving payments by the Company an amount or having a value in excess of $10,000 100,000 per annum; (x) involving any Affiliates year, or the termination of the Company; (xi) under which the consequences of a default or termination would reasonably be expected to have, have a Material Adverse Effect; (xii) under which the Company 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 from any other Persons, in each case in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in 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) Except as disclosed on Schedule 4.10(b)Buyer has been provided with copies of, or access to, all Material Contracts. (ic) each Contract existing as Each of the date hereof Material Contracts is in full force and effect in all material respects and constitutes a legal, valid and binding 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 party 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, to the Knowledge of the Company each other party Seller, the counterparty thereto. (d) No Company, and to each Contract existing as the Knowledge of the date hereof areSeller, no counterparty, is in compliance with the terms thereof, and no material breach or default or event of default by the Company or under any other party thereto exists thereunderMaterial Contract.

Contracts. (a) Schedule 4.10(a) sets forth a trueFor purposes of this Agreement, correct and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, “Material Contract” means any Contract to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respective properties or assets is bound (other than Company Plans and Collective Bargaining Agreements, any Contracts solely between the Company and one or properties more of its Subsidiaries or solely between the Company’s Subsidiaries, any Contracts to which BDT Capital Partners, LLC or any of its Affiliates are bounda party or any Contracts related to the Transactions (including the Merger)), whether or not scheduled and including any such Contract entered into after the date hereof that: (i) under which the Company is indemnified for or against any liability, or under which the Company is or could would be obligated required to indemnify any Person and which involves a potential liability in excess be filed as an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(10) of $10,000 or has a term of more than six monthsRegulation S-K under the Securities Act; (ii) under which relates to the formation or management of any joint venture, partnership or other similar arrangement that is material to the business of the Company leases personal property from or to third parties under capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is in excess of $10,000 per yearand its Subsidiaries, taken as a whole, but excluding any Subsidiaries; (iii) for the purchase or sale of products or other personal property or for the furnishing or receipt of services (A) that calls for performance over a period of more than six months or (B) in under which the Company or any of its Subsidiaries has agreed to purchase a minimum quantity directly or indirectly incurred or guaranteed or assumed indebtedness for borrowed money of goods or services or has agreed to purchase goods or services exclusively from any another Person (other than any wholly owned Subsidiary of the Company), in each case, with a value case having an outstanding or committed amount in excess of $10,000 2,000,000 individually or $10,000,000 in the aggregate); (iv) has been entered into since August 9, 2022, and involves the acquisition from another Person or disposition to another Person of capital stock or other equity interests of another Person or of a business or any assets, in each case, for aggregate consideration under such Contract in excess of $5,000,000 (A) granting representationexcluding, marketing for the avoidance of doubt, acquisitions or distribution rights dispositions of supplies, equipment, products, properties or (B) relating to other assets in the ordinary course of business or dispositions of supplies, equipment, products, properties or other assets that are obsolete, worn out, surplus or no longer used or useful in the conduct of business of the Company Intellectual Property (including license, development or similar agreementsany of its Subsidiaries); (v) under which the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $10,000, or under which there is or may be imposed a security interest or other Lien on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer); (vi) establishing or maintaining any partnership, joint venture or strategic alliance; (vii) concerning any confidentiality or non-solicitation obligations of the Company; (viii) under which the Company is restricted from carrying on its business or any part thereof, or from competing in any line of 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 Affiliates of the Company; (xi) under which the consequences of a default or termination would reasonably be expected to haveprovide for the payment by the Company of more than $5,000,000 for the fiscal year ending September 30, a Material Adverse Effect;2023 that is not terminable at will by the Company or any of its Subsidiaries (or by Parent and the Surviving Company following the Closing Date) on less than 60 days’ notice without payment by the Company or any Subsidiary of the Company of any penalty; or (xiivi) under which the Company 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 from any other Persons, in each case requires capital expenditures in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) 2,000,000 individually or fewer days’ notice without cost or penalty; and (xiv) not entered into $10,000,000 in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in 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 Contractsaggregate. (b) Each Material Contract is valid and binding on the Company or its Subsidiaries to the extent such Person 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 is enforceable against the Company or its Subsidiaries, as applicable, in accordance with its terms, except where the failure to be valid, binding or in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or except insofar as such enforceability may be limited by the Bankruptcy and Equity Exception. Except as disclosed on Schedule 4.10(b)would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and each Contract existing of its Subsidiaries, as of applicable, and, to the date hereof is a legal, valid and binding obligation Knowledge of the Company, enforceable against the Company any other party thereto, has performed all obligations required to be performed by it under each Material Contract and is not in accordance with its terms (except as enforcement may be limited by bankruptcybreach of or default under such Material Contract, 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 neither the Company nor any of its Subsidiaries has received notice of the date hereof is existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a legal, valid and binding obligation default on the part of the other parties theretoCompany or any of its Subsidiaries under any Material Contract and (iii) to the Knowledge of the Company, enforceable against there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute a default on the other parties in accordance with part of any counterparty under such Material Contract. From August 9, 2021 to the date of this Agreement, neither the Company nor any of 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 andSubsidiaries have received written notice or, to the Knowledge of the Company each Company, any other notice, from any other party to each any Material Contract existing as of the date hereof arethat it intends to (A) terminate such Material Contract or (B) seek to change, in compliance with materially and adversely, the terms thereof, and no default or event conditions of default by the Company or any other party thereto exists thereundersuch Material Contract.

Contracts. Except as set forth on Schedule 5.14 or any other Schedule hereto, the Company is not a party to or bound by: (a) Schedule 4.10(aany contract for the purchase, sale or lease of real property; (b) sets forth a trueany contract for the purchase of services, correct and complete list supplies, equipment or raw materials which involved the payment of all Contractsmore than $5,000 in the fiscal year ended December 31, commitments2002, licenses, agreements, obligations or binding arrangements, whether oral or written, to which the Company reasonably anticipates will involve the payment of more than $5,000 in the fiscal year ending December 31, 2003 or which extends beyond July 1, 2004; (c) any contract for the sale of goods or services which is not a direct sales contract and which involved the payment of more than $5,000 in the fiscal year ended December 31, 2002, which the Company reasonably anticipates will involve the payment of more than $5,000 in the fiscal year ending December 31, 2003 or which extends beyond July 1, 2004; (d) any contract for the sale of goods or services which is a party top 20 direct sales contract (measured by dollar volume of sales made pursuant thereto from inception through the date hereof) and which remains in effect; (e) any contract for the purchase, licensing or development of Software; (f) any consignment, distributor, dealer, reseller, manufacturers representative, sales agency, advertising representative or advertising or public relations contract; (g) any partnership, joint venture, franchise or other similar agreement or arrangement; (h) any agreement or instrument that provides for, or relates to, the incurrence by which the Company of debt for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate and/or foreign exchange risk associated with its assets or properties are bound:financing); (i) under which any guarantee of the Company is indemnified for obligations of customers, suppliers, officers, directors, employees, Affiliates or against any 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 monthsothers; (iij) under which any agreement that limits or restricts where the Company leases personal property may conduct business or any agreement containing any covenant or provision prohibiting the Company from engaging in any line or to third parties under capitalized leases or under operating leases if the term type of such lease is more than six months or the financial obligation is in excess of $10,000 per yearbusiness; (iiik) for the purchase any contract that provides for, or sale of products or other personal property or for the furnishing or receipt of services (A) that calls for performance over a period of more than six months or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from relates to, any confidentiality arrangement with any Person (in each case, with a value in excess of $10,000 in the aggregate); (iv) (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements); (v) under which the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $10,000, or under which there is or may be imposed a security interest or other Lien on any of its assets, whether tangible or intangible (other than security interests Parent, including any current or Liens granted in favor of Buyer); (vi) establishing former officer or maintaining any partnership, joint venture or strategic alliance; (vii) concerning any confidentiality or non-solicitation obligations employee of the Company; (viiil) under which the Company is restricted from carrying on its business or any part thereof, or from competing in any line of business or contract with any Persona Governmental Body; (ixm) 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 Affiliates of the Company; (xi) under which the consequences of a default or termination would reasonably be expected to have, a Material Adverse Effect; (xii) under which the Company 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 from any other Persons, in each case in excess of $10,000 per annum; (xiii) which is contract not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into made in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in response to any of the foregoing clausesbusiness; 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.or (bn) Except as disclosed on Schedule 4.10(b)any other contract, (i) each Contract existing as of the date hereof agreement, commitment, understanding or instrument that is a legal, valid and binding obligation of material to 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, to the Knowledge of the Company each other party to each Contract existing as of the date hereof are, in compliance with the terms thereof, and no default or event of default by the Company or any other party thereto exists thereunder.

Contracts. (a) Schedule 4.10(a) Section 3.11 of the Seller Disclosure Schedules sets forth as of the date of this Agreement a true, correct true and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, the following Contracts (other than purchase orders and invoices that have standard terms and conditions that have been made available to Purchaser prior to the date of this Agreement) to which the Company (1) any Purchased Consolidated Venture, Purchased Entity or Subsidiary of a Purchased Consolidated Venture or Purchased Entity is a party or by (2) that is related to the Business and to which Seller, any of its assets Subsidiaries or properties are bound:any Purchased Consolidated Venture, Purchased Entity or Subsidiary of a Purchased Consolidated Venture or Purchased Entity is a party (in each case, other than any Contract that is an Excluded Asset) (the “Material Contracts”): (i) any Contract or group of Contracts with the same party under which the Company Business is indemnified for or against any liabilityexpected to purchase during the twelve (12)-month period immediately following, or under pursuant to which the Company is or could be obligated to indemnify any Person and which involves Business has purchased during the twelve (12)-month period immediately preceding, the date hereof, in the aggregate, a potential liability in excess minimum of $10,000 or has a term 1,000,000 of more than six monthsgoods and/or services on an annual basis; (ii) any Contract or group of Contracts with the same party under which the Company leases personal property from or Business has committed to third parties under capitalized leases or under operating leases if purchase in the term of such lease is more than six months or the financial obligation is in excess aggregate, a minimum of $10,000 per year5,000,000 of goods and/or services, other than any Contract that is a Material Contract under another provision of this Section 3.11(a); (iii) for any Contract or group of Contracts with the purchase or sale of products or other personal property or for the furnishing or receipt of services (A) that calls for performance over a period of more than six months or (B) in same party under which the Company Business is expected to sell during the twelve (12)-month period immediately following, or pursuant to which the Business has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person sold during the twelve (in each case12)-month period immediately preceding, with a value in excess of $10,000 the date hereof, in the aggregate), a minimum of $1,000,000 of goods and/or services on an annual basis; (iv) (A) granting representationany Contract or group of Contracts with the same party under which the Business is expected to sell in the aggregate, marketing or distribution rights or (B) relating to Company Intellectual Property (including licensea minimum of $5,000,000 of goods and/or services, development or similar agreementsother than any Contract that is a Material Contract under another provision of this Section 3.11(a); (v) under which any Contract requiring future capital expenditure obligations of the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money Business in excess of $10,000, or under which there is or may be imposed a security interest or other Lien on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer)1,000,000; (vi) establishing or maintaining any partnership, joint venture or strategic allianceContract with any independent contractor who is an individual for the provision of services to the Business at an annualized compensation in excess of $500,000; (vii) concerning any confidentiality joint venture, partnership or nonother similar agreement or written arrangement involving co-solicitation obligations investment or the sharing of material revenues, profits, losses, costs or Liabilities between the CompanyBusiness and a third party; (viii) any Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) under which which, after the Company is restricted from carrying on its business or any part thereofClosing, the Business will have an obligation with respect to an “earn out,” contingent purchase price, or from competing in any line of business or with any Personsimilar contingent payment obligation; (ix) any Contract requiring Seller or its Affiliates to pay royalties to a third party with officers, directors, employees or consultants respect to a product of the CompanyBusiness; (x) any Contract (A) granting Seller, its Affiliates, a Purchased Consolidated Venture, a Purchased Entity or any Subsidiary of a Purchased Consolidated Venture or Purchased Entity any right to use any material Business Intellectual Property (other than Contracts granting rights to use readily available shrink wrap or click wrap software), (B) restricting the right of Seller, its Affiliates, any Purchased Consolidated Venture or Purchased Entity or any Subsidiary of a Purchased Consolidated Venture or Purchased Entity to use or register any material Business Intellectual Property or (C) permitting any other Person to use, enforce or register any material Business Intellectual Property, including any license agreements, coexistence agreements and covenants not to ▇▇▇; (xi) any Contract containing covenants that would restrict or limit in each case involving payments by any material respect the Company ability of the Business after the Closing to engage or compete in any business or with any Person or in any geographic area; (xii) promissory notes, loans, Contracts, indentures, evidences of Indebtedness or other instruments related to the lending of money, whether as borrower, lender or guarantor, in excess of $10,000 1,000,000 individually or $2,000,000 in the aggregate, other than Indebtedness that is repaid prior to Closing or that does not constitute an Assumed Liability; (xiii) any Contract providing for the lease of Tangible Personal Property to or from any Person providing for lease payments in excess of $250,000 per annum; (xxiv) involving any Affiliates material warranty, guarantee or other similar undertaking not consistent with the standard terms and conditions of purchase of customers of the Company; (xi) under which the consequences Business with respect to a contractual performance extended by Seller, any of a default or termination would reasonably be expected to haveits Subsidiaries, a Material Adverse Effect; (xii) under which the Company 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 from any other PersonsPurchased Consolidated Venture or Purchased Entity or any other Subsidiary of any Purchased Consolidated Venture or Purchased Entity to a customer of the Business, in each case in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not other than those entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(abusiness; (xv) any Contract requiring the Business to indemnify or hold harmless any Person other than those entered into in response the ordinary course of business; (xvi) any Contract containing a requirement to deal exclusively with or grant exclusive rights or rights of first refusal to any customer, vendor, supplier, distributor, contractor or other party under which the Business is expected to make or receive aggregate payments in excess of $1,000,000; (xvii) any material Contract with any Affiliate of the foregoing clauses; and The Company has delivered to Buyer trueSeller Entities, 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) Except as disclosed on Schedule 4.10(b), (i) each Contract existing as of the date hereof is a legal, valid and binding 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, to the Knowledge of the Company each other party to each Contract existing as of the date hereof are, in compliance with the terms thereof, and no default or event of default by the any Purchased Consolidated Company or any Subsidiary of a Purchased Consolidated Company, other party thereto exists thereunderthan Contracts that will be terminated at or prior to Closing; and (xviii) any Contract or agreement with a Governmental Entity (other than Permits).

Contracts. (a) Section 3.12(a) of the Disclosure Schedule 4.10(a) sets forth a true, correct and complete list all of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, the Contracts to which the Company is Companies or Seller are a party (that have remaining performance obligations) or by which they or any of its their assets or properties are bound:bound of the types described below and categorized accordingly (the “Contracts”): (i) under which Contracts relating to the Company is indemnified for employment or against engagement of any liabilityPerson, or under which the Company is any bonus, deferred compensation, pension, profit sharing, stock option, employee stock purchase, retirement, retention, severance, or could be obligated to indemnify any Person and which involves a potential liability in excess change of $10,000 or has a term of more than six monthscontrol arrangement; (ii) under which Contracts other than those described in clause (i) with any current or former officer, director or employee of the Company leases personal property from Companies or to third parties under capitalized leases Seller, or under operating leases if any Affiliate of the term of Companies, Seller or any such lease is more than six months or the financial obligation is in excess of $10,000 per yearPerson; (iii) for the purchase Contracts with any employee or sale of products labor union or other personal property or for the furnishing or receipt of services (A) that calls for performance over a period of more than six months or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from association representing any Person (in each case, with a value in excess of $10,000 in the aggregate)employee; (iv) (A) granting representation, marketing or distribution rights or (B) Contracts relating to Company Intellectual Property (including license, development or similar agreements)capital expenditures; (v) under which Contracts entered into within the Company has createdlast five years relating to the acquisition or disposition of any equity interests in or, incurredexcept in the ordinary course of business, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess assets of $10,000, or under which there is or may be imposed a security interest or other Lien on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer)Person; (vi) establishing Contracts creating or maintaining otherwise related to any partnership, joint venture or strategic alliancepartnership; (vii) concerning any confidentiality or non-solicitation obligations Contracts limiting the ability of the Company; (viii) under which the Company is restricted from carrying on its business Companies or any part thereof, or from competing Seller to engage in any line of business or to compete with any Person or to conduct business in any geographical area or to solicit any Person for employment; (viii) Contracts relating to the confidentiality or limitation on use of any information; (ix) Contracts relating to any Indebtedness of the Companies or Seller (other than accounts payable to trade creditors in the ordinary and usual course of business consistent with past custom and practice), including credit facilities, promissory notes, security agreements, and other credit support arrangements, and Contracts under which the Companies or Seller have imposed or incurred a Lien on any of their assets; (x) Contracts granting a power of attorney, revocable or irrevocable, to any Person for any purpose whatsoever; (xi) Contracts that provide for the indemnification by the Companies of any Person or the assumption of any Tax, environmental or other Liability of any Person; (ixxii) Contracts relating to any loan (other than accounts receivable from trade debtors in the ordinary and usual course of business consistent with officers, directors, past custom and practice) or advance to (other than ordinary course travel allowances to the employees or consultants of the CompanyCompanies or Seller), in each case involving payments by the Company in excess of $10,000 per annum; (x) involving or investments in, any Affiliates of the Company; (xi) under which the consequences of a default or termination would reasonably be expected to have, a Material Adverse Effect; (xii) under which the Company 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 from any other Persons, in each case in excess of $10,000 per annumPerson; (xiii) Contracts relating to any guarantee or other contingent Liability in respect of any Indebtedness or obligation of any Person (other than the endorsement of negotiable instruments for collection in the ordinary and usual course of business consistent with past custom and practice); (xiv) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts to which is the Companies or Seller are a party; (xv) Contracts with any Governmental Body; (xvi) Contracts, loans and/or lease arrangements involving, directly or indirectly, any rebates, payments, commissions, promotional allowances or any other economic benefits, regardless of their nature or type, to or from any Affiliate or to or from any customer, supplier, employee or agent of the Companies or Seller; (xvii) Contracts with suppliers or manufacturers of any materials used in connection with or otherwise relating to any Product Candidate; (xviii) all other Contracts which are reasonably likely to involve the receipt or payment of an amount in excess of $100,000 in any 12-month period and which cannot terminable on sixty be cancelled by a Company or Seller without penalty and without more than thirty (6030) or fewer days’ notice without cost or penaltynotice; and (xivxix) any other material Contract to which a Company or Seller is a party and which has not entered into in the ordinary course of business and not otherwise previously been disclosed on Schedule 4.10(a) in response pursuant 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 Contractsthis Section 3.12(a). (b) Complete copies of the items required to be set forth in Section 3.12(a) of the Disclosure Schedule have previously been provided to Purchaser and Opko Health by Seller Parties. Except as disclosed on Schedule 4.10(b), (iset forth in Section 3.12(b) each Contract existing as of the date hereof is a legalDisclosure Schedule, valid and binding obligation all of the CompanyContracts disclosed in Section 3.12(a) of the Disclosure Schedule shall, following the Restructuring and the Closing, remain enforceable against by the Company in accordance with its terms (except as enforcement may be limited by bankruptcyCompanies and, 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 CompanySeller Parties, each Contract existing as of the date hereof is a legal, valid and binding obligation of on the other parties thereto, enforceable against without the Consent of any Person. No Company is in default, and no event has occurred which, with the giving of notice or the passage of time or both, would constitute a default, under any such Contract or any other parties obligation owed by any such Company or Seller, and, to the Knowledge of Seller Parties, no event has occurred which, with the giving of notice or the passage of time or both, would constitute a default by any other party to any such Contract. Each of the Contracts disclosed 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 enforceabilitySection 3.12(a) and of the Disclosure Schedule is in full force and effect. The Company , is valid and enforceable in accordance with its terms and, to the Knowledge of Seller Parties, is not subject to any claims, charges, setoffs or defenses. There are no disputes pending or, to the Company Knowledge of Seller Parties, threatened under any such Contract. The Companies or Seller, as applicable, and to the Knowledge of Seller Parties, each other party to each Contract existing as of the date hereof are, thereto is in compliance with all of its obligations under each such Contract. (c) Except as set forth in Section 3.12(c) of the terms thereofDisclosure Schedule, all consulting agreements of Seller and the Companies provide for payment on a per diem, rather than retainer, basis and are cancelable upon no default or event of default by the Company or any other party thereto exists thereundermore than thirty (30) days’ notice.

Contracts. Schedule 3.18 lists the following Contracts and other agreements to which the Acquired Companies are parties: (a) Schedule 4.10(aany Contract (or group of related Contracts) sets forth a true, correct and complete list for the lease of all Contracts, commitments, licenses, agreements, obligations personal property to or binding arrangements, whether oral or written, to which the Company is a party or by which from any Person providing for lease payments in excess of its assets or properties are bound:Twenty-Five Thousand Dollars ($25,000.00) per annum; (ib) any Contract (or group of related Contracts) with any Major Customer or Major Supplier; (c) any lease, pledge, conditional sale or title retention agreement involving the payment of more than Twenty-Five Thousand Dollars ($25,000.00) in the aggregate; (d) any Contract concerning a partnership or joint venture; (e) any Contract with a sales representative, manufacturer's representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any agreement to act as one of the foregoing on behalf of any Person; (f) any Contract (or group of related Contracts) under which the Company is indemnified for or against any 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; (ii) under which the Company leases personal property from or to third parties under capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iii) for the purchase or sale of products or other personal property or for the furnishing or receipt of services (A) that calls for performance over a period of more than six months or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value in excess of $10,000 in the aggregate); (iv) (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements); (v) under which the Company it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume or guarantee) any indebtedness for borrowed money in excess of $10,000money, or any capitalized lease obligation, or under which there is or may be it has imposed a security interest or other Lien on any of its assets, whether tangible or intangible intangible; (other than security interests g) any Contract pursuant to which any of the Acquired Companies has made or Liens granted will make loans or advances, or has or will have incurred debts or become a guarantor or surety or pledged its credit on or otherwise become responsible with respect to any undertaking of another Person (except for the negotiation or collection of negotiable instruments in favor transactions in the Ordinary Course of BuyerBusiness); (vih) establishing any mortgage, indenture, note, bond or maintaining other agreement relating to indebtedness incurred or provided by any partnership, joint venture or strategic allianceof the Acquired Companies; (viii) any form of Contract concerning any confidentiality or non-solicitation obligations noncompetition or otherwise prohibiting any of the CompanyAcquired Companies from freely engaging in any business; (viiij) under which any Contract with the Company is restricted from carrying on its business Seller or any part Affiliate thereof, or from competing in any line of business or with any Person; (ixk) with any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plan or arrangement for the benefit of its current or former directors, officers, directorsand employees; (l) any license, employees royalty or consultants other Contract relating to Intellectual Property; (m) any Contract involving a governmental body; (n) any collective bargaining agreement; (o) any Contract for the employment of the Companyany individual on a full-tune, in each case involving payments by the Company part-time, consulting, or other basis providing annual compensation in excess of Fifty Thousand Dollars ($10,000 per annum50,000.00) or providing severance benefits; (xp) involving any Affiliates Contract, whether or not fully performed, relating to any acquisition or disposition of any of the CompanyAcquired Companies or any predecessor in interest or any acquisition or disposition of any subsidiary, division, line of business, or real property; (xiq) any Contract under which any of the Acquired Companies has advanced or loaned any amount to any of its Directors, officers, and employees; (r) any Contract under which the consequences of a default or termination would reasonably be expected to havecould have an adverse effect on the business, a Material Adverse Effectfinancial condition, operations, results of operations, or future prospects of any of the Acquired Companies; (xiis) under which the Company 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 from any other Persons, in each case Contract (or group of related Contracts) the performance of which involves consideration in excess of Twenty-Five Thousand Dollars ($10,000 per annum25,000.00); (xiiit) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in response any commitment to do any of the foregoing clauses; and described in clauses (a) through (s). The Company Seller has delivered to the Buyer true, a correct and complete copies copy (or form of Contract for certain Contracts so identified on Schedule 3.18) of each written Contract listed in existence Schedule 3.18 (as of amended to date) and a written summary setting forth 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 each oral Contract referred to in Schedule 3.18. With respect to each such oral Contracts. Contract: (bA) Except as disclosed on Schedule 4.10(b), (i) each the Contract existing as of the date hereof is a legal, valid and binding obligation of the Companyvalid, enforceable against the Company in accordance with its terms (except as enforcement may be limited by bankruptcybinding, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability)enforceable, 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 ; (B) the Contract will continue to be legal; valid, binding, enforceable, and in full force and effect on identical terms following the consummation of this Transaction; (C) no party is and, to the Knowledge of the Company each other party to each Contract existing as of the date hereof are, in compliance with the terms thereofbreach or default, and no default event has occurred which with notice or event lapse of default by time would constitute a breach or default, or permit termination, modification, or acceleration, under the Company or Contract; and (D) no party has repudiated any other party thereto exists thereunderprovision of the Contract.

Contracts. Except as set forth on Schedule 3.13 Part I, none of the Companies is party to or is bound by, and none of the properties, assets or operations of any of the Companies is subject to, any agreement, contract, lease, license, commitment or instrument, each that is of a type described below: (a) Schedule 4.10(aany lease agreement (whether as lessor or lessee) sets forth relating to real property or personal property, other than those lease agreements which do not in any case provide for a truerental of more than $20,000 per year; (b) any license agreement, correct assignment or contract (whether as licensor or licensee, assignor or assignee and complete list whether written or oral) relating to any Company Intellectual Property Rights, other than standard, off the shelf third party licenses with Dell, Microsoft, Oracle, and the like; (c) any agreement, contract, lease, commitment or instrument with any party, including any customer or supplier, (i) providing for any payment in excess of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, to which $100,000 by the Company is or receipts in excess of $100,000 from a party customer, (ii) which does not contemplate performance within 12 months of the date hereof or (iii) which obligates the Companies to grant discounts with respect to their products, other than outstanding quotes for pending orders which include discounts consistent with prior pricing practices; (d) any collective bargaining or other agreement with any labor union; (e) any agreement relating to the acquisition or disposition of any business, corporation or other legal entity or a material amount of assets (by which way of merger, consolidation, purchase, sale or otherwise); (f) any agreement granting any Person a Lien on any of its assets or properties are bound:properties, including, without limitation, any factoring agreement or agreement for the assignment of accounts receivable or inventory; (g) any agreement that creates a joint venture or partnership with any other Person; (h) any indenture, mortgage, note, bond or other evidence of Indebtedness, any credit or similar agreement under which it has borrowed any money, and any guarantee of or agreement to acquire any such obligation, of any other Person; (i) under any agreement which the Company is indemnified for restricts it from entering into any new or against existing line of business or any liability, or under agreement which the Company is or could be obligated contains geographic restrictions on its ability to indemnify any Person and which involves conduct business activities (including a potential liability in excess of $10,000 or has a term of more than six months; (ii) under which the Company leases personal property from or covenant not to third parties under capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iii) for the purchase or sale of products or other personal property or for the furnishing or receipt of services (A) that calls for performance over a period of more than six months or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value in excess of $10,000 in the aggregatecompete); (ivj) (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements);any guarantee of third party obligations; or (vk) under any other agreement which is material to the Company has created, incurred, assumed Business or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $10,000, or under which there is or may be imposed a security interest or other Lien on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer); (vi) establishing or maintaining any partnership, joint venture or strategic alliance; (vii) concerning any confidentiality or non-solicitation obligations financial condition of the Company; (viii) under which the Company is restricted from carrying Companies, taken as a whole. Except as set forth on its business Schedule 3.13 Part II, all agreements, contracts, leases, licenses, commitments or any part thereof, or from competing in any line of business or with any Person; (ix) with officers, directors, employees or consultants instruments of the CompanyCompanies listed or required to be listed on Schedule 3.13 Part I (collectively, the "Material Contracts") are valid, binding and in each case involving payments full force and effect and are enforceable by the Company in excess of $10,000 per annum; (x) involving any Affiliates of the Company; (xi) under which the consequences of a default or termination would reasonably be expected to have, a Material Adverse Effect; (xii) under which the Company 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 from any other Persons, in each case in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in 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) Except as disclosed on Schedule 4.10(b), (i) each Contract existing as of the date hereof is a legal, valid and binding obligation of the Company, enforceable against the Company Companies in accordance with its their terms (except as enforcement the same may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or moratorium and other similar laws relating to or limiting affecting creditors’ ' rights generally or and by general equitable principles relating (regardless of whether such enforceability is considered in a proceeding in equity or at law). Except as set forth on Schedule 3.13 Part III, (i) the Companies have performed all material obligations required to enforceability)be performed by them to date under the Material Contracts, and are not (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder, and (ii) to the Knowledge knowledge of the CompanySeller, 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, to the Knowledge of the Company each no other party to each Contract existing as any of the Material Contracts is (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder. Correct and complete copies of all written Material Contracts (and true and complete summaries of all oral Material Contracts) have been made available to Purchaser prior to the date hereof are, in compliance with the terms thereof, and no default or event of default by the Company or any other party thereto exists thereunderhereof.

Contracts. (a4(n) of the Disclosure Schedule 4.10(a) sets forth a true, correct lists the following contracts and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, other agreements to which the Company is a party or by which any of the Company or its assets or properties are boundSubsidiaries is a party: (i) under which any agreement (or group of related agreements) for the Company is indemnified for lease of personal property to or against any liability, or under which the Company is or could be obligated to indemnify from any Person and which involves a potential liability providing for lease payments in excess of $10,000 or has a term of more than six months50,000 per annum; (ii) under which the Company leases personal property from any agreement (or to third parties under capitalized leases or under operating leases if the term group of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iiirelated agreements) for the purchase or sale of products raw materials, commodities, supplies, products, or other personal property property, or for the furnishing or receipt of services (A) that calls for services, the performance of which will extend over a period of more than six months or (B) one year, result in which a material loss to any of the Company has agreed to purchase a minimum quantity of goods and its Subsidiaries, or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value involve consideration in excess of $10,000 in the aggregate)50,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar group of related agreements); (v) under which the Company it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume or guarantee) any indebtedness for borrowed money money, or any capitalized lease obligation, in excess of $10,000, 50,000 or under which there is or may be it has imposed a security interest or other Lien Security Interest on any of its assets, whether tangible or intangible intangible; (other than security interests v) any agreement concerning confidentiality or Liens granted in favor of Buyer)noncompetition; (vi) establishing or maintaining any partnership, joint venture or strategic allianceagreement with any of the Company and their Affiliates (other than the Company and its Subsidiaries); (vii) concerning any confidentiality profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or non-solicitation obligations other material plan or arrangement for the benefit of the Companyits current or former directors, officers, and employees; (viii) under which the Company is restricted from carrying on its business or any part thereof, or from competing in any line of business or with any Personcollective bargaining agreement; (ix) with officersany agreement for the employment of any individual on a full-time, directorspart-time, employees consulting, or consultants of the Company, in each case involving payments by the Company other basis providing annual compensation in excess of $10,000 per annum50,000 or providing severance benefits; (x) involving any Affiliates agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the CompanyOrdinary Course of Business; (xi) any agreement under which the consequences of a default or termination would reasonably be expected to havecould have a material adverse effect on the business, a Material Adverse Effect;financial condition, operations, results of operations, or future prospects of any of the Company and its Subsidiaries; or (xii) under which the Company 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 from any other Persons, in each case agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in response to any of the foregoing clauses; and 50,000. The Company has delivered to Buyer true, the Parent a correct and complete copies copy of each Contract written agreement (as amended to date) listed in existence as §4(n) of the date hereofDisclosure Schedule. To With respect to each such agreement,: (A) 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) Except as disclosed on Schedule 4.10(b), (i) each Contract existing as of the date hereof agreement is a legal, valid and binding obligation of the Companyvalid, enforceable against the Company in accordance with its terms (except as enforcement may be limited by bankruptcybinding, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability)enforceable, 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; (B) the agreement will continue to be legal, to valid, binding, enforceable, and in full force and effect following the Knowledge consummation of the Company each other transactions contemplated hereby; (C) no party to each Contract existing as of the date hereof are, is in compliance with the terms thereofmaterial breach or default, and no default event has occurred which with notice or event lapse of default by time would constitute a material breach or default, or permit termination, modification, or acceleration, under the Company or agreement; and (D) no party has repudiated any other party thereto exists thereunderprovision of the agreement.

Contracts. (a) Section 2.15 of the Disclosure Schedule 4.10(alists the following agreements (written or oral) sets forth a true, correct and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, to which the Company is a party as of the date of this Agreement pursuant to which the Company has rights or by which any obligations after the date of its assets or properties are boundthis Agreement: (i) under which any agreement (or group of related agreements) for the Company is indemnified lease of personal property from or to third parties providing for or against any liability, or under which the Company is or could be obligated to indemnify any Person and which involves a potential liability lease payments in excess of $10,000 per annum after January 1, 2009 or has having a remaining term of more longer than six months; (ii) under which the Company leases personal property from any agreement (or to third parties under capitalized leases or under operating leases if the term group of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iiirelated agreements) for the purchase or sale of products or other personal property or for the furnishing or receipt of services (A) that calls for performance over a period of with the Company’s thirty (30) largest current and active customers based on revenue during the eleven months ended November 30, 2009, (B) pursuant to which more than six months $50,000 in minimum subscription revenue is payable to the Company after January 1, 2010, or (C) in which the Company has granted to any other Person manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory, in each case, which are exercisable by such Person after the date of this Agreement (excluding agreements in which such rights or provisions have been granted to the Company by any other Person); (iii) any agreement (or group of related agreements) for the purchase of products or the receipt of services (A) providing for payments by the Company in excess of $10,000 per annum after the date hereof, or (B) in which the Company has agreed to purchase a minimum quantity of goods or services granted manufacturing rights or has agreed to purchase goods or services exclusively from any Person (in each case, with a value in excess of $10,000 in certain party after the aggregate)date hereof; (iv) (A) granting representationany agreement concerning the establishment or operation of a partnership, marketing joint venture or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements)limited liability company; (v) any agreement (or group of related agreements) under which the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of (including capitalized lease obligations) involving more than $10,000, 50,000 or under which there is the Company has imposed (or may be imposed impose) a security interest or other Lien Security Interest on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer)intangible; (vi) establishing any agreement for the disposition of any significant portion of the assets or maintaining business of the Company (other than sales of products in the Ordinary Course of Business) or any partnership, joint venture agreement for the acquisition of the assets or strategic alliancebusiness of any other entity (other than purchases of inventory or components in the Ordinary Course of Business); (vii) any agreement concerning any confidentiality or non-solicitation obligations (other than contracts entered into in the Ordinary Course of the CompanyBusiness); (viii) under which any employment or consulting agreement with any current employee or consultant of the Company is restricted from carrying (other than oral agreements providing for the employment of an individual on its business an at will basis or the retention of a consultant that contain no severance or similar obligations); (ix) any agreement involving any current or former officer or Manager of the Company, Company Member or an Affiliate thereof; (x) any agreement which contains any provisions requiring the Company to indemnify any other party (excluding indemnities contained in agreements entered into in the Ordinary Course of Business); (xi) any agreement that contains any provisions restricting the Company or any part thereof, of its Affiliates or their successors from competing or engaging in any line of business or with in 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 Affiliates of the Company; (xi) under which the consequences of a default or termination would reasonably be expected to have, a Material Adverse Effectgeographic area; (xii) any agreement under which the Company will (A) receive aggregate payments is restricted, after the date of this Agreement, from selling, licensing or otherwise distributing any of its technology or products, or providing services to, customers or potential customers or any class of customers, (B) make aggregate payments to vendors in any geographic area, during any period of time or other suppliers any segment of the market or (C) make or receive aggregate payments to or from any other Persons, in each case in excess line of $10,000 per annum;business; and (xiii) any other agreement (or group of related agreements) involving more than $25,000 per annum after January 1, 2010 which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not was entered into in outside the ordinary course Ordinary Course of business and not otherwise disclosed on Schedule 4.10(a) in 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 ContractsBusiness. (b) Except as disclosed on Schedule 4.10(b), The Company has made available to the Buyer a complete and accurate copy of each agreement listed in Section 2.13 or Section 2.15 of the Disclosure Schedule. With respect to each agreement so listed: (i) each Contract existing as of immediately prior to the date hereof Closing, the agreement is a legal, valid valid, binding and binding obligation enforceable (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity) and in full force and effect or has expired pursuant to its terms; and (ii) neither the Company nor, to the knowledge of the Company, enforceable against the Company any other party is in accordance with its terms (except as enforcement may be limited by bankruptcymaterial breach or violation of, insolvencyor default under, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability)any such agreement, and (ii) no event has occurred, is pending or, to the Knowledge knowledge of the Company, each Contract existing as is threatened, which, after the giving of the date hereof is notice, with lapse of time, or otherwise, would constitute 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 breach 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, to the Knowledge of the Company each other party to each Contract existing as of the date hereof are, in compliance with the terms thereof, and no default or event of default by the Company or or, to the knowledge of the Company, any other party thereto exists thereunder.under such agreement; provided, however, that the Company makes no representation or warranty herein that the Company is not in material breach or violation of, or default under, any such agreement in connection with the Company’s presenting or providing any oral or written information to Buyer, Merger Sub or any Affiliates or Representatives thereof in the course of their due diligence investigation of the Company

Contracts. (a) Schedule 4.10(a2.13(a) sets forth a true, correct and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, lists the following agreements to which any of the Company Jet Center Entities is a party (or by which any of its assets or properties provides a cross-reference to another schedule in the Disclosure Schedules where such agreements are bound:listed) (each a “Material Contract”): (i) under which the Company is indemnified all documents relating to indebtedness for money borrowed or against any liabilitycollateral therefor, 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 monthsincluding guarantees; (ii) under which the Company leases personal property from all collective bargaining, labor, employment, consulting, termination, compensation, bonus, profit sharing, severance, stock option, stock purchase, retirement, pension, health, accident, group insurance, liability, death benefit and other agreements or plans relating to third parties under capitalized leases compensation of or under operating leases if the term of such lease is more than six months benefits for current or the financial obligation is in excess of $10,000 per yearformer officers or employees; (iii) any lease, contract, commitment, or agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products or other personal property property, or for the furnishing or receipt of services services, the performance of which will: (A) that calls for performance extend over a period of more than six months or one year; (B) result in which the Company has agreed to purchase a minimum quantity of goods loss; or services (C) involve consideration paid or has agreed to purchase goods or services exclusively from any Person (in each case, with a value received in excess of $10,000 in the aggregate)50,000; (iv) (A) granting representationany contract, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements); (v) under which the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $10,000agreement, or under which there is or may be imposed a security interest or other Lien on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer); (vi) establishing or maintaining any partnership, joint venture or strategic alliance; (vii) concerning any confidentiality or non-solicitation obligations of the Company; (viii) under which the Company is restricted from carrying on its business or any part thereof, or from competing in any line of 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 Affiliates of the Company; (xi) under which the consequences of a default or termination would reasonably be expected to have, a Material Adverse Effect; (xii) under which the Company 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 from any other Persons, in each case in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) instrument not entered into in the ordinary course of business business; (v) any contract containing restrictions on the operations of the FBO Business to compete in any geographic region or in any line of business; (vi) any lease of real property and not otherwise disclosed on Schedule 4.10(aall personal property leases; (vii) in response to any agreement concerning a partnership or joint venture; (viii) any agreement between the Seller (or any of the foregoing clausesJet Center Entities) and any of their respective Affiliates; an “Affiliate” of any Person means any other Person directly or indirectly through one or more intermediary persons, Controlling, Controlled by or under common Control (as defined below) with such Person and shall include in each case all of such Persons’ officers, directors, agents, employees, and subsidiaries; “Control” with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, by or through stock ownership, agency or otherwise, or pursuant to or in connection with an agreement, arrangement or understanding (written or oral) with one or more other Persons by or through stock ownership, agency or otherwise; and The Company has delivered to Buyer true, correct the terms “Controlling” 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) Except as disclosed on Schedule 4.10(b), (i) each Contract existing as of the date hereof is a legal, valid and binding 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) “Controlled” have meanings correlative 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, to the Knowledge of the Company each other party to each Contract existing as of the date hereof are, in compliance with the terms thereof, and no default or event of default by the Company or any other party thereto exists thereunder.foregoing;

Contracts. (a) Schedule 4.10(a3.15(a) sets forth a true, correct and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, lists the following Contracts to which the Company or any of its Subsidiaries is a party or by which any of its assets or properties are bound:(each, a “Material Contract”): (i) under which any Contract (or series of related Contracts) relating to the Company is indemnified for lease of personal property to or against from any liabilityPerson that involved, or under which the Company is or could be obligated reasonably expected to indemnify any Person and which involves a potential liability involve, rental payment obligations in excess of $10,000 25,000 during the year ended December 31, 2016, or has a term of more than six monthsthe year ending December 31, 2017, as applicable; (ii) under which the Company leases personal property from or to third parties under capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is in excess of $10,000 per yearany Real Property Lease; (iii) for the any Contract to purchase or sale of products or other personal property or for the furnishing or receipt of services (A) that calls for performance over a period of more than six months or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value in excess of $10,000 in the aggregate)sell real property; (iv) (A) granting representationany Contract entered into in the Ordinary Course for the purchase of supplies, marketing products or distribution rights goods that involved, or is reasonably expected to involve, payment obligations by the Company greater than $150,000 individually during the year ended December 31, 2016, or the year ending December 31, 2017, as applicable; and (B) relating any Contract entered into outside of the Ordinary Course for the purchase or sale of supplies, products or goods, or for the furnishing or receipt of services, in each case that involved, or is reasonably expected to involve, payment obligations by the Company Intellectual Property (including licensegreater than $10,000 individually during the year ended December 31, development 2016, or similar agreements)the year ending December 31, 2017, as applicable; (v) under which the Company has createdany Contract that involves any partnership, incurredstrategic alliance, assumed joint venture or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money sharing of profits in excess of $10,000, 25,000 by the Company or under which there is or may be imposed a security interest or other Lien on any of its assets, whether tangible or intangible (Subsidiaries with any other than security interests or Liens granted in favor of Buyer)Person; (vi) establishing any Contract concerning the ownership of investments in any Person or maintaining a minority Equity Interest in any partnership, joint venture or strategic alliancePerson; (vii) concerning any confidentiality or non-solicitation obligations of the CompanyContract relating to Indebtedness; (viii) under any (A) License (other than Licenses for commercially available off-the-shelf software) or (B) Contract pursuant to which the Company is restricted from carrying on its business or any part thereofof its Subsidiaries is obligated to pay royalties to any other Person with respect to any Intellectual Property; (ix) any Contract pursuant to which the Company or any of its Subsidiaries has granted a license or other right to use any trademark or any other Owned Intellectual Property; (x) any Contract granting any Person any exclusive rights; (xi) any collective bargaining agreement or other agreement with any union or similar employee representative; (xii) any Contract for the employment or engagement of any individual on a full-time, part-time or consulting basis, other than any offer letter on the Company’s standard forms (which forms have been made available to Parent) that is terminable “at will” and does not provide for severance or termination benefits or any change in control or retention payments or benefits; (xiii) any powers of attorney or similar grants of agency; (xiv) any Contract with any Governmental Authority; (xv) any Contract obligating the Company or any of its Subsidiaries: (A) to refrain from competing with any business, (B) to refrain from conducting business in any particular jurisdiction, (C) to refrain from conducting any business with certain parties, or from competing in (D) to provide “most favored nations” terms for the benefit of any line other Person; (xvi) any Contract with a Related Person; (xvii) any Contract that provides for the indemnification by the Company or any of business its Subsidiaries of any Person or with the assumption of any Tax, environmental or other liability of any Person; (ixxviii) with officersany Contract that relates to the acquisition or disposition of any business or material assets or properties (whether by merger, directorssale of stock, employees sale of assets or consultants of the Company, in each case otherwise) pursuant to which there are any ongoing rights or obligations; and (xix) any Contract involving payments future annual payment obligations by the Company or any of its Subsidiaries in excess of $10,000 per annum; (x) involving 150,000 individually after the date hereof, except for any Affiliates of the Company; (xi) under which the consequences of a default or termination would reasonably be expected to have, a Material Adverse Effect; (xii) under which Contract that is terminable by the Company will upon thirty (A30) receive aggregate payments from customers, (B) make aggregate payments to vendors or other suppliers or (C) make or receive aggregate payments to or from any other Persons, in each case in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice or less without cost the payment of any penalty or penalty; and (xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in 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 Contractsfee. (b) The Company has delivered or made available to Parent a correct and complete copy of each Material Contract. Except as disclosed set forth on Schedule 4.10(b3.15(b), with respect to each such Material Contract: (i) each such Material Contract existing as of the date hereof is in full force and effect and constitutes a legal, valid and binding obligation of the Company or the applicable Subsidiary of the Company that is a party thereto and, to the Knowledge of the Company, the other parties thereto, enforceable against the Company in accordance with its terms and conditions, subject to General Principles of Law, Equity and Public Policy; (except as enforcement may be limited by bankruptcyii) none of the Company or any of its Subsidiaries, insolvencyor to the Knowledge of the Company, reorganizationany other party thereto, moratoriumis in breach or default in any material respect under, fraudulent transfer or conveyance has provided or similar laws relating received any notice of any intention to or limiting creditors’ rights generally or by equitable principles relating to enforceability)terminate, such Material Contract; and (iiiii) to the Knowledge of the Company, each Contract existing as no event has occurred or circumstance exists which, with notice or lapse of the date hereof is time or both, would constitute such a legalbreach or default, valid and binding obligation of the other parties theretoor permit termination, enforceable against the other parties in accordance with its terms (except as enforcement may be limited by bankruptcymodification, insolvencyor acceleration, 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, to the Knowledge of the Company each other party to each Contract existing as of the date hereof are, in compliance with the terms thereof, and no default or event of default by the Company or any other party thereto exists thereunderunder such Material Contract.

Contracts. (a) Section 5.17 of the SIS Disclosure Schedule 4.10(a) sets forth a true, correct and complete list of all Contracts, commitments, licenseslists the following contracts, agreements, obligations or binding arrangements, whether oral or written, commitments and other arrangements to which the Company SIS is a party or by which SIS or any of its assets or properties are is bound: (ia) under which any agreement (or group of related agreements) for the Company is indemnified for lease of personal property to or against any liability, or under which the Company is or could be obligated to indemnify from any Person and which involves a potential liability in excess of $10,000 or has a term the payment by SIS of more than six months; (ii) under which the Company leases personal property from or to third parties under capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iiib) any agreement (or group of related agreements) for the purchase or sale of products raw materials, commodities, supplies, products, or other personal property property, or for the furnishing or receipt of services (A) that calls for services, the performance of which will extend over a period of more than six months one year or involve consideration in excess of $10,000; (Bc) in which any agreement for the Company has agreed to purchase a minimum quantity of goods supplies, components, products or services from single source suppliers, custom manufacturers or subcontractors which involves the payment by SIS of more than $10,000 per year; (d) any agreement concerning a partnership or joint venture; (e) any agreement (or group of related agreements) under which it has agreed to purchase goods created, incurred, assumed, or services exclusively from guaranteed any Person (in each case, with a value indebtedness for borrowed money or any capitalized lease obligation in excess of $10,000 in the aggregate); (iv) (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements); (v) under which the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $10,000, or under which there is or may be a Security Interest has been imposed a security interest or other Lien on any of its assets, whether tangible or intangible intangible; (f) any agreement concerning noncompetition or restraint of trade or any agreement on currently active projects which involves confidentiality; (g) any agreement with any SIS shareholder or any of such shareholder's Affiliates (other than security interests SIS) or Liens granted in favor with any Affiliate of Buyer)SIS; (vih) establishing any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or maintaining any partnershipother plan or arrangement for the benefit of its current or former directors, joint venture officers or strategic allianceemployees; (viii) concerning any confidentiality or non-solicitation obligations of the Companycollective bargaining agreement; (viiij) under which any agreement for the Company is restricted from carrying employment of any individual on its business or any part thereofa full-time, part-time, consulting, or from competing in any line of business or with any Personother basis; (ixk) with any agreement under which it has advanced or loaned any amount to any of its directors, officers, directorsand employees; (l) any agreement pursuant to which SIS is obligated to provide services, employees maintenance, support or consultants training which involves payments to SIS of more than $50,000 per year; (m) any standard form agreement used by SIS, including, but not limited to, any purchase order, statement of standard terms and conditions of sale, or employment offer letter; and (n) any other agreement (or group of related agreements) the Company, in each case involving payments by the Company performance of which involves consideration in excess of $10,000 per annum; (x) involving any Affiliates of the Company; (xi) under or which the consequences of a default or termination would reasonably be is expected to have, a Material Adverse Effect; continue for more than six (xii6) under which the Company will (A) receive aggregate payments months from customers, (B) make aggregate payments to vendors or other suppliers or (C) make or receive aggregate payments to or from any other Persons, in each case in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in 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 SIS has delivered to Buyer accurate summaries Aspec a correct and complete copy of each written agreement listed in Section 5.17 of the material SIS Disclosure Schedule (as amended to date) and a written summary setting forth the terms and conditions of such each oral Contracts. (b) Except as disclosed on Schedule 4.10(b), (i) each Contract existing as agreement referred to in Section 5.17 of the date hereof SIS Disclosure Schedule. With respect to each such agreement: (A) the agreement is a legal, valid valid, binding, enforceable, and binding obligation in full force and effect in all respects against SIS and, to the knowledge of SIS, the other parties thereto; (B) SIS is not and, to the knowledge of SIS, no other party is in breach or default, and no event has occurred, which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; (C) SIS has not and, to the knowledge of SIS, no other party has repudiated any provision of the Company, enforceable against agreement; and (D) SIS does not have any reason to believe that the Company service called for thereunder cannot be supplied in accordance with its terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating and without resulting in a loss to or limiting creditors’ rights generally or by equitable principles relating to enforceability), and (ii) to the Knowledge any 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, to the Knowledge of the Company each other party to each Contract existing as of the date hereof are, in compliance with the terms thereof, and no default or event of default by the Company or any other party thereto exists thereunderSIS.

Contracts. (a) Section 3.14(a) of the Disclosure Schedule 4.10(a) sets forth a true, correct and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, the following Contracts to which the Company or any of its Subsidiaries is a party or by which any of the Company or its assets Subsidiaries are bound (each such Contract set forth, or properties are bound:required to be set forth, on such Section, a “Material Contract”): (i) under any Contract relating to the lease or similar agreement of personal property to or from any Person that involved rental payment obligations in excess of $250,000 during the twelve (12) months ended December 31, 2024; (ii) any Contract (or group of related Contracts) requiring or otherwise relating to capital expenditures by the Company or its Subsidiaries with a value in excess of $250,000, for which the Company is indemnified for or against any liability, underlying assets have not been delivered or under which the Company is or could be obligated to indemnify its Subsidiaries have any Person and which involves a potential liability in excess of $10,000 or has a term of more than six months; (ii) under which the Company leases personal property from or to third parties under capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is in excess of $10,000 per yearoutstanding payment obligations; (iii) any Contract for the acquisition, disposition, lease, sublease or license of real property; (iv) any Real Property Lease; (v) any Contract for the acquisition of real property or any interest therein; (vi) except for purchase orders of the Company or its Subsidiaries issued or received in the Ordinary Course for the purchase or sale of supplies, products or other personal property goods, any Contract for the purchase or sale of supplies, products or goods, or for the furnishing or receipt of services services, in each case that involved payment obligations in excess of $250,000 during the twelve (12) months ended December 31, 2024; (vii) any Contract that involves any partnership, strategic alliance, joint venture or other collaboration that otherwise involves sharing of profits, losses, costs or liabilities by the Company or any of its Subsidiaries with any other Person; (viii) any Contract relating to Company Indebtedness or under which a Lien has been granted on any of the assets, properties or rights of the Company or any of its Subsidiaries in order to secure such Company Indebtedness; (ix) any Contract pursuant to which the Company or any of its Subsidiaries (A) that calls for performance over a period of more than six months grants to any Person any right or license under Owned Intellectual Property Rights or (B) in which the Company has agreed to purchase a minimum quantity of goods receives any right or services or has agreed to purchase goods or services exclusively from any Person (license under Intellectual Property Rights owned by another Person, but excluding in each case, (1) licenses or services Contracts for unmodified and commercially available Software (including software as a service) and support services related thereto available on standard terms, (2) licenses for open source software, (3) Contracts with current and former employees, contractors, and consultants of the Company or any of its Subsidiaries, (4) non-disclosure Contracts entered in the Ordinary Course, and (5) Incidental IP Contracts; (x) any collective bargaining agreement or other agreement with any union or similar employee representative; (xi) any Contract for the employment or engagement of any individual on a full-time, part-time or consulting basis providing for base compensation in excess of $100,000 per annum, or severance agreement with any Company Service Provider (whether or not there is ongoing financial liability with respect thereto); (xii) each pension, profit sharing, stock or unit option (or equivalent), employee stock or unit purchase (or equivalent), bonus, or other plan or arrangement providing for deferred or other compensation to Company Service Providers; (xiii) any Contract with any Governmental Authority; (xiv) any Contract that requires the Company or its Subsidiaries to purchase its total requirements, a minimum amount or applicable percentage of any product or service from any other Person or contains “take or pay” or similar provisions; (xv) any Contract that contains an exclusivity “meet competition”, “most-favored-nation” or similar clause or term that provides preferential pricing or treatment in favor of Company, its Subsidiaries or any other Person; (xvi) any Contract that grants another Person exclusivity or a right of first offer or refusal or similar rights with respect to any product or service sold or provided by the Company or any of its Subsidiary, including the right to purchase or distribute such products or services; (xvii) any Contract obligating (or purporting to obligate) the Company or any of its Subsidiaries to refrain from: (A) competing with any business or in any line of business, (B) conducting business in any particular jurisdiction or during any period of time, (C) conducting any business with certain parties, including by limiting the ability to sell any particular services or products to any Person, (D) soliciting any customers or individuals for employment, (E) developing, performing, marketing or distributing the products and services of the Company and its Subsidiaries, or (F) entering into of any market or line of business by the Company, its Subsidiaries or its employees; (xviii) any sales representative, distributor, dealer, manufacturer’s representative, franchise, reseller, agency, advertising, sales promotion, market research or marketing Contract, consulting or similar Contract; (xix) any Indemnification Agreement; (xx) any Contracts providing for rebates, discounts, loyalty programs or any similar program or provisions with a value in excess of $10,000 in 150,000, either provided by or to the aggregate)Company and its Subsidiaries; (ivxxi) (A) granting representationany Contract involving any resolution, marketing or distribution rights or (B) relating to Company Intellectual Property (including licensesettlement, development conciliation or similar agreements)agreement of any actual or threatened Action which imposes continuing obligations on the Company or its Subsidiaries; (vxxii) under which the Company has createdany hedging, incurredswap, assumed derivative or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $10,000, or under which there is or may be imposed a security interest or other Lien on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer)similar Contract; (vixxiii) establishing any Contract for or maintaining that relates to the sale, transfer or acquisition of any partnershipPerson, joint venture any business division thereof or strategic allianceother properties, assets or securities or for the disposition of any assets of Company or its Subsidiaries (other than, in each case, in the Ordinary Course) that has not yet been consummated or that contains any outstanding “earn-out”, revenue share or other similar contingent payment obligations; (viixxiv) concerning any confidentiality Contract that includes a power of attorney granted to any Person by the Company or non-solicitation obligations of the Companyits Subsidiaries that is currently in effect and outstanding; (viiixxv) under which any Affiliate Agreement, including all Contracts entered into in connection with the Company is restricted from carrying on its business Reorganization; (xxvi) any Contract for or relating to the making of any part thereofadvance, loan, extension of credit or capital contribution to, or from competing in other investment in, any line of business or with any other Person; (ixxxvii) with officersany bonus, directorssales bonus, employees change of control, retention, termination or consultants of the Company, in each case involving payments by the Company in excess of $10,000 per annumseverance Contracts; (xxxviii) involving any Affiliates of the Companyeach Contract with a Top Customer or Top Supplier; (xixxix) under any supply Contract relating to any goods (including raw material or components) or services for which the consequences of a default or termination would no practical alternative sources are reasonably be expected available to have, a Material Adverse Effect; (xii) under which the Company 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 from any other Persons, in each case in excess of $10,000 per annum; (xiii) which is not terminable its Subsidiaries on sixty (60) or fewer days’ notice without cost or penaltyequivalent terms and conditions; and (xivxxx) not entered into in the ordinary course any Contract with any broker, investment banker, finder, financial advisor or other advisor of business and not otherwise disclosed on Schedule 4.10(a) in response any kind that relates to any of obligation to pay any commission, broker fees, finder fees, transaction bonus or other transaction-based compensation in connection with this Agreement or the foregoing clauses; and The Company transactions contemplated hereby. (b) Seller has delivered or made available, or caused the Company to deliver or make available, to Buyer a true, correct and complete copies copy of each Material Contract in existence (including all modifications, amendments, supplements, annexes and schedules thereto and written waivers thereunder). Except as set forth on Section 3.14(b) of the date hereof. To the extent that written Contracts do not existDisclosure Schedule, the Company has delivered with respect to Buyer accurate summaries of the material terms and conditions of each such oral Contracts. (b) Except as disclosed on Schedule 4.10(b), Material Contract: (i) each such Material Contract existing as of the date hereof is in full force and effect and constitutes a legal, valid and binding obligation of the CompanyCompany or the applicable Subsidiary of the Company that is a party thereto, 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 conditions; (ii) to the Knowledge none of the CompanyCompany or any of its Subsidiaries is or is alleged to be (with or without notice or lapse of time or both) in breach of or default in any material respect under such Material Contract, 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, to the Knowledge of Seller, the other parties to each of the Material Contracts is not or is not alleged to be (with or without notice or lapse of time or both) in breach of or default in any material respect thereunder; and (iii) the Company each other party and its Subsidiaries have not received any written claim or notice of breach of or default in any material respect under, or has provided or received any notice of any intention to each Contract existing as terminate, any of the date hereof areMaterial Contracts and, to the Knowledge of Seller, no event has occurred since January 1, 2021 or circumstance exists which, with notice or lapse of time or both, would reasonably be expected to result in compliance with or constitute such a breach or default, or permit termination, modification, or acceleration, under such Material Contract, or would create in any party additional rights or compensation under or require the terms thereofconsent of any Person under any of the Material Contracts, and no default or event result in the creation of default by a Lien (other than a Permitted Lien) on any of the assets of the Company or any other party thereto exists thereunderits Subsidiaries (in each case, with or without notice or lapse of time or both).

Contracts. Except as set forth on Schedule 3.13 Part I, none of the Companies is party to or is bound by, and none of the properties, assets or operations of any of the Companies is subject to, any agreement, contract, lease, license, commitment or instrument, each that is of a type described below: (a) Schedule 4.10(aany lease agreement (whether as lessor or lessee) sets forth relating to real property or personal property, other than those lease agreements which do not in any case provide for a truerental of more than $20,000 per year; (b) any license agreement, correct assignment or contract (whether as licensor or licensee, assignor or assignee and complete list whether written or oral) relating to any Company Intellectual Property Rights, other than standard, off the shelf third party licenses with Dell, Microsoft, Oracle, and the like; (c) any agreement, contract, lease, commitment or instrument with any party, including any customer or supplier, (i) providing for any payment in excess of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, to which $100,000 by the Company is or receipts in excess of $100,000 from a party customer, (ii) which does not contemplate performance within 12 months of the date hereof or (iii) which obligates the Companies to grant discounts with respect to their products, other than outstanding quotes for pending orders which include discounts consistent with prior pricing practices; (d) any collective bargaining or other agreement with any labor union; (e) any agreement relating to the acquisition or disposition of any business, corporation or other legal entity or a material amount of assets (by which way of merger, consolidation, purchase, sale or otherwise); (f) any agreement granting any Person a Lien on any of its assets or properties are bound:properties, including, without limitation, any factoring agreement or agreement for the assignment of accounts receivable or inventory; (g) any agreement that creates a joint venture or partnership with any other Person; (h) any indenture, mortgage, note, bond or other evidence of Indebtedness, any credit or similar agreement under which it has borrowed any money, and any guarantee of or agreement to acquire any such obligation, of any other Person; (i) under any agreement which the Company is indemnified for restricts it from entering into any new or against existing line of business or any liability, or under agreement which the Company is or could be obligated contains geographic restrictions on its ability to indemnify any Person and which involves conduct business activities (including a potential liability in excess of $10,000 or has a term of more than six months; (ii) under which the Company leases personal property from or covenant not to third parties under capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iii) for the purchase or sale of products or other personal property or for the furnishing or receipt of services (A) that calls for performance over a period of more than six months or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value in excess of $10,000 in the aggregatecompete); (ivj) (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements);any guarantee of third party obligations; or (vk) under any other agreement which is material to the Company has created, incurred, assumed Business or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $10,000, or under which there is or may be imposed a security interest or other Lien on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer); (vi) establishing or maintaining any partnership, joint venture or strategic alliance; (vii) concerning any confidentiality or non-solicitation obligations financial condition of the Company; (viii) under which the Company is restricted from carrying Companies, taken as a whole. Except as set forth on its business Schedule 3.13 Part II, all agreements, contracts, leases, licenses, commitments or any part thereof, or from competing in any line of business or with any Person; (ix) with officers, directors, employees or consultants instruments of the CompanyCompanies listed or required to be listed on Schedule 3.13 Part I (collectively, the “Material Contracts”) are valid, binding and in each case involving payments full force and effect and are enforceable by the Company in excess of $10,000 per annum; (x) involving any Affiliates of the Company; (xi) under which the consequences of a default or termination would reasonably be expected to have, a Material Adverse Effect; (xii) under which the Company 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 from any other Persons, in each case in excess of $10,000 per annum; (xiii) which is not terminable on sixty (60) or fewer days’ notice without cost or penalty; and (xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in 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) Except as disclosed on Schedule 4.10(b), (i) each Contract existing as of the date hereof is a legal, valid and binding obligation of the Company, enforceable against the Company Companies in accordance with its their terms (except as enforcement the same may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or moratorium and other similar laws relating to or limiting affecting creditors’ rights generally or and by general equitable principles relating (regardless of whether such enforceability is considered in a proceeding in equity or at law). Except as set forth on Schedule 3.13 Part III, (i) the Companies have performed all material obligations required to enforceability)be performed by them to date under the Material Contracts, and are not (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder, and (ii) to the Knowledge knowledge of the CompanySeller, 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, to the Knowledge of the Company each no other party to each Contract existing as any of the Material Contracts is (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder. Correct and complete copies of all written Material Contracts (and true and complete summaries of all oral Material Contracts) have been made available to Purchaser prior to the date hereof are, in compliance with the terms thereof, and no default or event of default by the Company or any other party thereto exists thereunderhereof.