Common use of Contracts Clause in Contracts

Contracts. (a) Section 3.16 of the Parent Disclosure Schedule lists the following agreements (written or oral) to which the Parent or any Subsidiary is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in which the Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Parent or any Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Business. (b) The Parent has delivered or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (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 Parent nor any Subsidiary nor, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent or any Subsidiary or, to the knowledge of the Parent, any other party under such contract.

Contracts. (a) Section 3.16 3.7 of the Parent Seller Disclosure Schedule lists the following agreements (written or oral) to which the Parent or any Subsidiary is a party Letter contains an accurate and complete list, as of the date of this Agreement:Agreement of all contracts, agreements, commitments, arrangements and other instruments, in effect as of the date hereof, of the following types to which the Company or a Subsidiary is a party or bound or to which any of the Assets is subject (whether or not actually listed in Section 3.7 of the Seller Disclosure Letter, the “Material Contracts”): (i) any collective bargaining agreement (or group of related agreements) for the lease of personal property from or with respect to third partiesits employees; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one yearthe following agreements with any current (or, to the extent there are on-going obligations, former) officer, employee, physician or other Health Care Provider, consultant or director of the Company or the Subsidiaries: employment agreement, change of control agreement, severance agreement, retention agreements or any other contract or agreement entered into outside of the ordinary course of business, or (B) which involves more than the sum of $5,000, or (C) in which the Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partyAffiliate Agreement; (iii) any contract or agreement establishing that (A) materially restricts the Company or a partnership Subsidiary from engaging in any material line of business, developing, marketing or joint venturedistributing products or services or obligates the Company or a Subsidiary not to compete with another Person or in any geographic area or during any period of time or that would otherwise materially limit the freedom of Parent or its Affiliates (including the Surviving Corporation) from engaging in any material line of business after the Effective Time, (B) contains exclusivity obligations or restrictions binding on the Company or any of the Subsidiaries or that would be binding on Parent or any of its Affiliates (including the Surviving Corporation) after the Effective Time or (C) prohibits the Company or any of the Subsidiaries from hiring or soliciting for hire any group of employees (including customers’ employees); (iv) any material agreement that binds any party to any exclusive business arrangements, including arrangements in which the Company or any Subsidiary must use a provider or supplier exclusively (other than agreements that 42 were entered into in the ordinary course of business with a manufacturer, distributor or group of related agreements) under which it has created, incurred, assumed reseller that require a particular manufacturer’s products to be purchased from such manufacturer or guaranteed (an authorized distributor or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangiblereseller); (v) any material agreement concerning confidentiality or noncompetitionseries of related agreements, including any option agreement, providing for the acquisition or disposition, directly or indirectly, of any material business, capital stock or material assets or any material real property (whether by merger, sale of stock, sale of assets or otherwise); (vi) any employment agreement relating to any interest rate, foreign exchange, derivatives or consulting agreementhedging transaction; (vii) any agreement involving (including any officer, director “take-or-pay” or stockholder keepwell agreement) under which (A) any Person has directly or indirectly guaranteed any liabilities or obligations of the Parent Company or any Affiliate thereofof the Subsidiaries or (B) the Company or any of the Subsidiaries has directly or indirectly guaranteed, assumed or endorsed any liabilities or obligations of any other Person, in each case other than endorsements for the purpose of collection in the ordinary course of business; (viii) any agreement under which (a) Licenses or (b) agreements governing the consequences provision of a default any information technology related services (other than any Software or termination would reasonably be expected any other agreements described in Section 3.6(b)), by or to have a Parent Material Adverse Effectthe Company or any of the Subsidiaries, in each case to the extent material to their respective businesses; (ix) any Leases; (x) all agreements that prohibit the payment of dividends or distributions in respect of the capital stock of the Company or any of the Subsidiaries, prohibit the pledging of the capital stock of the Company or any of the Subsidiaries or prohibit the issuance of guarantees by the Company or any of the Subsidiaries, in each case that will not be terminated at or prior to the Effective Time; (xi) any agreement which that contains any provisions requiring material indemnification rights or obligations, or credit support relating to such indemnification rights or obligations, other than any of such indemnification rights or obligations incurred in the Parent ordinary course of business; (xii) any (A) agreement that is a settlement or similar agreement with any Governmental Authority, or (B) an Order or consent of a Governmental Authority to which the Company or any of the Subsidiaries is subject, involving 43 material performance by the Company or any of the Subsidiaries after the date of this Agreement; (xiii) any agreement pursuant to which the Company or any of the Subsidiaries has an obligation to make an investment in or loan to any other Person, other than employee loans disclosed in Section 3.7(a)(xiii) of the Seller Disclosure Letter; (xiv) any agreement or series of related agreements (other than purchase orders) (i) pursuant to which the Company or any of the Subsidiaries has purchased, licensed or sold, during calendar year 2012, or pursuant to which the Company or any Subsidiary has agreed to indemnify any other party thereto (excluding indemnities contained in agreements for the or otherwise has an obligation to purchase, sale license or license sell in calendar year 2013, goods, equipment, vehicles, machinery, hardware or other personal property or services that involved or is expected to involve payment by or to the Company and the Subsidiaries in excess of products $3,000,000 during such period, or (ii) that provides for minimum purchase requirements in excess of such amount over the remaining term of such agreement; (xv) any credit agreement, loan agreement, indenture, note, bond, indenture, mortgage, security agreement, loan commitment or other contract or instrument relating to Indebtedness owed by or to the Company or a Subsidiary; (xvi) any contract containing most favored nation pricing provisions or granting to any Person a right of first refusal, a right of first offer or an option to purchase, acquire, sell or dispose of any Assets (other than inventory in the ordinary course of business) valued at an amount in excess of $250,000; (xvii) any partnership, joint venture, limited liability company or other similar agreements or arrangements (including any agreement providing for joint research, development or marketing), but excluding the Organizational Documents of any of the Subsidiaries; (xviii) any operating leases involving annual payments in excess of $100,000; (xix) any outstanding power of attorney empowering any Person to act on behalf of the Company or any of the Subsidiaries; (xx) any contract or agreement relating to any capital expenditure or leasehold improvement with remaining payments in excess of $1,000,000 in the aggregate that has (A) commenced but is not yet completed or (B) that obligates the Company or any of the Subsidiaries to incur expenditures with respect to a project that is not yet commenced; (xxi) any settlement agreement for an amount in excess of $250,000 entered into in within the Ordinary Course of Business)past two (2) years; and (xxxii) any other agreement contract, agreement, commitment or arrangement that (or group of related agreementsx) either involving more than $5,000 or not was entered into in outside of the Ordinary Course ordinary course of Businessbusiness and (y) is material to the Company and the Subsidiaries, taken as a whole. (b) The Parent has delivered Each Material Contract is a valid and binding agreement of the Company or made available one or more of the Subsidiaries, on the one hand, and to the Company a complete and accurate copy of each agreement listed in Section 3.16 Knowledge of the Parent Disclosure Schedule. With respect to Company, each agreement so listed: (i) other party thereto, on the agreement other, and is legal, valid, binding and enforceable and in full force and effect; (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 Parent nor any Subsidiary nor, to the knowledge none of the ParentCompany, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending of the Subsidiaries or, to the knowledge Knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent or any Subsidiary or, to the knowledge of the ParentCompany, any other party thereto, is in default or breach in any material respect under (or is alleged to be in default or breach in any material respect under) the terms of, or has provided or received any notice of any intention to terminate, any such contractMaterial Contract, and, to the Knowledge of the Company, no event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default thereunder or result in or give any Person a right of acceleration or early termination thereof (other than pursuant to Section 5.15 hereof). The Company has made available to Parent and Merger Sub a true and complete copy of (x) each Material Contract (including all material modifications and amendments thereto and waivers thereunder) or form of Material Contract and (y) all form contracts, agreements or instruments used in and material to the businesses of the Company and the Subsidiaries.

Contracts. (a) Section 3.16 Schedule 4.08(a) of the Parent Disclosure Schedule lists Schedules sets forth, by reference to the applicable subsection of this Section 4.08(a), all of the following agreements (written or oral) Contracts to which the Parent a Seller is a party, by which a Seller or any Subsidiary is of its assets or properties are bound, or in respect of which a party as of the date of this Agreement:Seller receives revenue (each, a “Material Contract”): (i) any agreement Contract (A) with any Top Vendor, or group of related agreements(B) providing for the lease of personal property from payments (whether fixed, contingent or otherwise) by or to third partiesa Seller in an aggregate amount of $15,000 or more; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in which the Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights Contract relating to a partnership, joint venture, joint marketing, joint development or similar joint arrangement with 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 partyPerson; (iii) any employment agreement establishing or other Contract for or relating to a partnership Seller’s employment or joint ventureengagement of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated hereby; (iv) any agreement (Contract that provides for, or group of related agreements) under which it has createdrelates to, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangibleIndebtedness; (v) any agreement concerning confidentiality Contract that restricts a Seller from (A) engaging in any aspect of the Business, (B) participating or noncompetitioncompeting in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) any employment Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or consulting agreementrights of first negotiation to any Person; (vii) any agreement involving Contract containing a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any officer, director product or stockholder of the Parent or service from any Affiliate thereofPerson; (viii) any agreement under which Contract that, following Closing, would or would purport to: (A) require the consequences Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of a default the activities described in Section 4.08(a)(vi); or termination would reasonably (C) require Buyer to grant or be expected bound by any exclusive rights, rights of first refusal or rights of first negotiation to have a Parent Material Adverse Effectany Person; (ix) any agreement which contains Contract with any provisions requiring the Parent labor union, employee association or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale collective bargaining agreement or license of products entered into in the Ordinary Course of Business); andsimilar Contract with Employees; (x) any other settlement agreement (or group of related agreements) either involving more than $5,000 or not entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the Ordinary Course ordinary course of Businessbusiness consistent with past practice); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller, the Business or their respective operations, financial condition, properties or assets. (b) The Parent has delivered or made available to the Company Each Material Contract is valid and binding on a complete Seller in accordance with its terms and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (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 Parent nor any Subsidiary nor. No Seller or, to the knowledge of the ParentSeller’s knowledge, any other party, party thereto is in breach of or violation of, default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any such agreementMaterial Contract. No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no event has occurred, is disputes pending or, to the knowledge of the ParentSellers, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent or threatened under any Subsidiary or, to the knowledge of the Parent, any other party under such contractMaterial Contract.

Contracts. Section 3.19 of the Seller Disclosure Letter lists the following contracts and written arrangements under which the Company or any other person has continuing obligations or benefits, true and complete copies of which have been delivered to Buyer, to which the Company or any of the Subsidiaries is a party. (a) Section 3.16 of the Parent Disclosure Schedule lists the following agreements (written or oral) to which the Parent or any Subsidiary is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) Any contract for the lease of personal property from or to third partiesparties providing for lease payments in excess of Twenty-Five Thousand Dollars ($25,000.00) per annum; (iib) any agreement (or group of related agreements) Any contract for the purchase or sale of raw materials, commodities, supplies, products manufactured by the Company or any of its Subsidiaries or other personal property or for the furnishing or receipt of goods or services (A) which contract calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in which the Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party;of (iiic) any agreement establishing a Any partnership or foreign joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting venture agreement; (viid) any Any agreement involving any officer, director or stockholder of instrument under which the Parent Company or any Affiliate thereofof its Subsidiaries is or may become indebted for borrowed money in an amount individually or in the aggregate in excess of Fifty Thousand Dollars ($50,000.00); (viiie) Any employment agreement and any agreement under which non-competition agreement. Except as otherwise described in Section 3.19 of the consequences of a default or termination would reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchaseSeller Disclosure Letter, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Business. (b) The Parent has delivered or made available to the Company a complete all material contracts and accurate copy of each agreement arrangements listed in Section 3.16 3.19 of the Parent Seller Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, Letter are valid and binding agreements and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and are in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; Company and (iii) neither its Subsidiaries. Neither the Parent Company nor any Subsidiary norof its Subsidiaries is, to the knowledge of the Parent, any and no other party, party is in material breach or violation of, or default under, any such agreementdefault, and no event has occurredoccurred on the part of the Company or any of its Subsidiaries, is pending or, to the knowledge Company's Knowledge, on the part of any other party to any such contract or arrangement, which with notice or lapse of time would constitute a material breach or default or permit termination under any such contract or arrangement. Except as set forth in Section 3.19 of the ParentSeller Disclosure Letter, is threatenednone of such contracts or arrangements will be terminated or modified by the execution and delivery of this Agreement, which, after the giving of notice, with lapse of timeOther Agreements, or otherwisethe consummation of the transactions contemplated hereby or thereby, would nor will any of such actions result in or constitute a breach or default by under any such contracts or arrangements. Neither the Parent Company nor any of its Subsidiaries is a party to any verbal contract or any Subsidiary orarrangement which, if reduced to the knowledge written form, would be required to be listed in Section 3.19 of the Parent, any Seller Disclosure Letter under the terms of this Section 3.19 other party under such contractthan with its representatives and vendors which are set out in Section 3.19 of the Seller Disclosure Letter.

Contracts. (a) Section 3.16 2.14 of the Parent Seller Disclosure Schedule Letter lists the following types of contracts and agreements (written or oral) to which Seller or the Parent or any Subsidiary Seller Subsidiaries is a party as of the date of this Agreement:Agreement (such contracts and agreements as are required to be set forth in Schedule 2.14 of the Seller Disclosure Letter being the “Material Contracts”): (ia) any agreement each currently effective “material contract” (or group as such term is defined under Item 601(b)(10) of related agreementsRegulation S-K promulgated by the SEC) for with respect to Seller and the lease of personal property from or to third partiesSeller Subsidiaries; (iib) any agreement (each contract and agreement, whether or group not made in the ordinary course of related agreements) for the purchase or sale business, that contemplates an exchange of products or for the furnishing or receipt of services (A) which calls for performance over consideration with a period value of more than $100,000, in the aggregate, over any one yearyear period; (c) all contracts and agreements evidencing indebtedness for borrowed money, except any such agreement with an aggregate outstanding principal amount not exceeding $50,000; (Bd) which involves more than the sum all joint venture, partnership, strategic alliance and business acquisition or divestiture agreements (and all letters of $5,000, or (C) in which the Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights intent 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 partysuch pending transactions); (iiie) all agreements relating to issuances of securities of Seller or the Seller Subsidiaries (and all letters of intent relating to any agreement establishing a partnership or joint venturesuch pending transactions), except for Options disclosed under Section 2.3 of the Seller Disclosure Letter; (ivf) all contracts and agreements with any agreement (or group of related agreements) under governmental body to which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Parent Seller or any Affiliate thereof; (viii) any agreement under which the consequences of Seller Subsidiary is a default party, other than contracts or termination would reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent agreements with schools or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products school districts entered into in the Ordinary Course ordinary course of Businessbusiness and in a manner consistent with past practices; (g) all contracts, licenses and agreements relating to Intellectual Property Rights (other than shrink-wrap agreements or other agreements entered into in the ordinary course); and (xh) all contracts and agreements that limit, or purport to limit, the ability of Seller or any other agreement (Seller Subsidiary to compete in any line of business or group with any person or entity or in any geographic area or during any period of related agreements) either involving more than $5,000 time. Except as would not, individually or not entered into in the Ordinary Course of Business. (b) The Parent has delivered aggregate, prevent or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 materially delay consummation of the Parent Disclosure Schedule. With respect to each agreement so listed: Merger and would not, individually or in the aggregate, have a Material Adverse Effect on Seller and the Seller Subsidiaries, taken as a whole, (i) the agreement each Material Contract is a legal, valid, valid and binding and enforceable and in full force and effect; (ii) agreement against Seller and/or 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 Parent nor any Subsidiary norSeller Subsidiaries and, to the knowledge of Seller, against the Parent, third party thereto; (ii) neither Seller nor any other party, of the Seller Subsidiaries has received any written claim of default under or cancellation of any Material Contract and neither Seller nor any of the Seller Subsidiaries is in breach or violation of, or default under, any such agreementMaterial Contract; and (iii) to Seller’s knowledge, and no event other party is in breach or violation of, or default under, any Material Contract. Seller has occurred, is pending or, furnished or made available to the knowledge Company true and complete copies of the Parentall Material Contracts, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent or including any Subsidiary or, to the knowledge of the Parent, any other party under such contractamendments thereto.

Contracts. (a) Section 3.16 Schedule 3.15(a) of the Parent Seller Disclosure Schedule lists the following agreements (written or oral) contains, with respect to which the Parent or any Subsidiary is a party each Specified Business, Seller’s good faith estimate, as of the date hereof, of this Agreement:the number of Contracts (other than Programming Agreements, Franchises and Governmental Authorizations) to which Seller or any of its Affiliates or any of their respective Assets are party, bound or subject which are executory and are Related to such Specified Business. Such list represents Seller’s good faith estimate of the number of such Contracts in each of the categories set forth on Schedule 3.15(a) of the Seller Disclosure Schedule, and indicates as to each category, the number of such Contracts that (i) were entered into prior to the Petition Date, (ii) were entered into following the Petition Date or (iii) Relate to any Specified Business and any other business of Seller or its Affiliates, including any part of the Friendco Business. (b) Except as set forth on Schedule 3.15(b) of the Seller Disclosure Schedule, none of the Contracts of Seller or any of its Affiliates Related to a Specified Business contains any of the following terms or provisions (each such term or provision, a “Special Term”): (i) consideration payable or receivable by Seller or any agreement (of its Affiliates in excess of $100,000 in any twelve month period or group in excess of related agreements) for $1,000,000 over the lease of personal property from or to third partiesremaining term; (ii) any agreement (or group limitations on the freedom of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in which the Parent Seller or any Subsidiary has granted manufacturing rightsof its Affiliates to compete in any line of business, with any Person or in any geographic area, and which would limit the freedom of Buyer or any of its Affiliates to do so after the Closing Date if it were an Assigned Contract; (iii) so-called “most favored nation” pricing provisions or exclusive marketing any similar provision requiring Seller or distribution rights relating any of its Affiliates to offer a third party terms or concessions at least as favorable as those offered to one or more other parties, or which would require Buyer or any products or territory or has agreed of its Affiliates to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement establishing a partnership or joint venturedo so after the Closing Date if it were an Assigned Contract; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangibleterms that do not reflect in all material respects those that would be obtained in arm’s length negotiations; (v) any agreement concerning confidentiality exclusivity provision or noncompetitionprovision that requires the purchase of all or a given portion of a party’s requirements or any other similar provision that would, in each case, bind Buyer or its Affiliates after the Closing if it were an Assigned Contract; (vi) any employment terms for the benefit of any members of the Rigas family (except terms for the general benefit of holders of Equity Securities in Seller or consulting agreementany of its Affiliates), Seller, any Managed Cable Entity or any of its or their current or former Affiliates or associates (as defined in Rule 405 under the Securities Act), in each case that would continue to benefit any such Person after the Closing if it were an Assigned Contract; (vii) any agreement involving provision relating to the use by third parties of any officer, director or stockholder of the Parent Transferred Assets to provide telephone, Internet or data services other than in Contracts with Subscribers of any Affiliate thereof;such services and other than under the Contracts listed on Schedule 3.15(b)(vii) of the Seller Disclosure Schedule; or (viii) with respect to any agreement Contract entered into following the entry of the Confirmation Order, any provision that directly or indirectly restricts (or imposes a penalty or loss of benefit upon) the assignment or transfer of the rights or obligations thereunder to Buyer, Friendco or their Affiliates. (c) Schedule 3.15(c) of the Seller Disclosure Schedule contains a true and complete list, as of the date hereof, of all Contracts (other than Equipment Leases and Programming Agreements) to which Seller or any of its Affiliates or any of their respective Assets are party, bound or subject that Relate to more than one Specified Business or to both a Specified Business and any part of the Friendco Business. (d) Subject to the entry of the Confirmation Order, all Assigned Contracts will be, when assumed by Seller and assigned to Buyer hereunder and under which the consequences Confirmation Order, in full force and effect and will be enforceable against each party thereto in accordance with the express terms thereof and any violation, breach or event of default, or alleged violation, breach or event of default, or event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder on the part of Seller or termination any of its Affiliates existing prior to such assumption and assignment will be fully discharged and Buyer shall have no responsibility therefor except for any Assumed Cure Costs. To the Knowledge of Seller, no other party to any Contract of Seller or any of its Affiliates is in default, violation or breach of such Contract, and there are no disputes pending or threatened under any such Contract other than those defaults, violations, breaches and disputes that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring . In the Parent last five years, none of Seller or any Subsidiary of its Affiliates has made any material claim under any Contract pursuant to indemnify which any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Business. (b) The Parent has delivered or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (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 Parent nor any Subsidiary nor, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent or any Subsidiary or, to the knowledge of the Parent, any other party under such contractCable Systems were acquired.

Contracts. (a) Section 3.16 Part 2.10 of the Parent Company Disclosure Schedule lists the following agreements (written or oral) to which the Parent or any Subsidiary is identifies each Acquired Corporation Contract that constitutes a party as of the date “Material Contract.” For purposes of this Agreement, each of the following shall be deemed to constitute a “Material Contract”: (i) any agreement Contract (A) relating to the employment of, or group the performance of related agreementsservices by, any employee or consultant, (B) for pursuant to which any of the lease Acquired Corporations is or may become obligated to make any severance, termination or similar payment to any current or former employee or director; or (C) pursuant to which any of personal property from the Acquired Corporations is or may become obligated to third partiesmake any bonus or similar payment (other than payments constituting base salary) in excess of $25,000 to any current or former employee or director; (ii) any agreement Contract relating to the acquisition, transfer, development, sharing or license of any Intellectual Property or Intellectual Property Right (or group of related agreements) except for the purchase or sale of products or for the furnishing or receipt of services any Contract pursuant to which (A) which calls for performance over a period of more than one yearany Intellectual Property or Intellectual Property Right is licensed to the Acquired Corporations under any third party software license generally available to the public, or (B) which involves more than any Intellectual Property or Intellectual Property Right is licensed by any of the sum of $5,000, or (C) in which the Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating Acquired Corporations to any products or territory or has agreed to purchase Person on a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partynon-exclusive basis); (iii) any agreement establishing a partnership Contract that provides for indemnification of any officer, director, employee or joint ventureagent; (iv) any agreement Contract imposing any restriction on the right or ability of any Acquired Corporation (A) to compete with any other Person, (B) to acquire any product or group of related agreementsother asset or any services from any other Person, (C) under which it has createdto solicit, incurredhire or retain any Person as an employee, assumed consultant or guaranteed independent contractor, (D) to develop, sell, supply, distribute, offer, support or may createservice any product or any technology or other asset to or for any other Person, incur(E) to perform services for any other Person, assume or guarantee(F) indebtedness (including capitalized lease obligations) involving more than $5,000 to transact business or under which it has imposed (or may impose) a Security Interest on deal in any of its assets, tangible or intangibleother manner with any other Person; (v) any agreement concerning confidentiality Contract (other than Contracts evidencing Company Options) (A) relating to the acquisition, issuance, voting, registration, sale or noncompetitiontransfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing any of the Acquired Corporations with any right of first refusal with respect to, or right to repurchase or redeem, any securities; (vi) any employment Contract incorporating or consulting agreementrelating to any guaranty, any warranty or any indemnity or similar obligation, except for Contracts substantially identical to the standard forms of non-exclusive object code software licenses, non-exclusive service Contracts, development Contracts, or distributor or reseller Contracts previously delivered by the Company to Parent; (vii) any agreement involving Contract relating to any officer, director or stockholder of the Parent or any Affiliate thereofcurrency hedging; (viii) any agreement Contract (A) imposing any confidentiality obligation on any of the Acquired Corporations or any other Person, or (B) containing “standstill” or similar provisions; (ix) any Contract (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or (B) directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between any Acquired Corporation and any contractor or subcontractor to any Governmental Body); (x) any Contract requiring that any of the consequences Acquired Corporations give any notice or provide any information to any Person prior to considering or accepting any Acquisition Proposal or similar proposal, or prior to entering into any discussions, agreement, arrangement or understanding relating to any Acquisition Transaction or similar transaction; (xi) any Contract, other than a Contract entered into in the Company’s standard form of agreement, which form has been provided to Parent and is listed in Section 2.9(d) or 2.9(f), without material deviation from such form, that has a term of more than 90 days and that may not be terminated by an Acquired Corporation (without penalty) within 90 days after the delivery of a default termination notice by such Acquired Corporation; (xii) any Contract that contemplates or termination would involves the payment or delivery of cash or other consideration in an amount or having a value in excess of $25,000 in the aggregate, or contemplates or involves the performance of services having a value in excess of $25,000 in the aggregate; (xiii) any Contract that could reasonably be expected to have a Parent Material Adverse Effect; material effect on (ixA) the business, condition, capitalization, assets, liabilities, operations or financial performance of any agreement which contains of the Acquired Corporations, or (B) the ability of the Company to perform any provisions requiring of its obligations, or to consummate any of the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchasetransactions contemplated by, sale or license of products entered into in the Ordinary Course of Business)this Agreement; and (xxiv) any other agreement (or group Contract, if a breach of related agreements) either involving more than $5,000 or not entered into in such Contract could reasonably be expected to have a Material Adverse Effect on the Ordinary Course Acquired Corporations. The Company has delivered to Parent an accurate and complete copy of Businesseach Acquired Corporation Contract that constitutes a Material Contract. (b) The Parent has delivered or made available to the Company Each Acquired Corporation Contract that constitutes a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement Material Contract is legal, valid, binding and enforceable valid and in full force and effect, and is enforceable in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (c) Except as set forth in Part 2.10(c) of the Company Disclosure Schedule: (i) none of the Acquired Corporations has violated or breached, or committed any default under, any Acquired Corporation Contract, except for violations, breaches and defaults that have not had and could not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations; and, to the Knowledge of the Acquired Corporations, no other Person has violated or breached, or committed any default under, any Acquired Corporation Contract, except for violations, breaches and defaults that have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations; (ii) 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 ClosingKnowledge of the Acquired Corporations, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) could reasonably be expected to, (A) result in a violation or breach of any of the provisions of any Acquired Corporation Contract, (B) give any Person the right to declare a default or exercise any remedy under any Acquired Corporation Contract, (C) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Acquired Corporation Contract, (D) give any Person the right to accelerate the maturity or performance of any Acquired Corporation Contract, (E) result in the disclosure, release or delivery of any Company Source Code, or (F) give any Person the right to cancel, terminate or modify any Acquired Corporation Contract, except in each such case for defaults, acceleration rights, termination rights and other rights that have not had and could not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations; and (iii) neither the Parent nor any Subsidiary norsince January 1, to the knowledge 2004, none of the Parent, Acquired Corporations has received any notice or other party, is in communication regarding any actual or possible violation or breach or violation of, or default under, any Acquired Corporation Contract, except in each such agreementcase for defaults, acceleration rights, termination rights and no event has occurred, is pending or, other rights that have not had and would not reasonably be expected to have a Material Adverse Effect on the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent or any Subsidiary or, to the knowledge of the Parent, any other party under such contractAcquired Corporations.

Contracts. (ai) Section 3.16 Neither the Company nor any of its Subsidiaries is in violation or breach of or in default under (nor does there exist any condition that upon the Parent Disclosure Schedule lists passage of time or the following agreements (written giving of notice or oralboth would cause such a violation or breach of or default under) any Contract to which the Parent or any Subsidiary it is a party or by which it or any of its properties or assets is bound, except for violations, breaches or defaults that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect on the Company. The Company or one of its Subsidiaries has good and marketable title to the Company's manufacturing facility and executive and general offices located in Montpelier, Ohio, free and clear of all Liens except for Liens, defects in title, easements, restrictive covenants and similar encumbrances that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect on the Company. (ii) Except for Contracts filed in unredacted form as exhibits to the Company Filed SEC Documents, Section 3.01(j)(ii) of the Company Disclosure Schedule sets forth a true and complete list as of the date of this Agreement, and the Company has delivered to Parent prior to the date of this Agreement true, complete and correct copies (including all amendments and modifications thereto) of: (iA) all Contracts to which the Company or any agreement of its Subsidiaries is a party, or that purports to be binding upon the Company, any of its Subsidiaries or any of its Affiliates, that contain a covenant restricting the ability of the Company or any of its Subsidiaries (or group which, following the consummation of related agreementsthe Merger, could restrict the ability of Parent or any of its Subsidiaries, including the Company and its Subsidiaries) for the lease of personal property from to compete in any business or to third partieswith any person or in any geographic area; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more all Contracts of the Company or any of its Subsidiaries with any Affiliate of the Company (other than the sum any of $5,000, or its Subsidiaries); (C) in all joint venture, partnership or other similar agreements to which the Parent Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; Subsidiaries is a party (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Parent or any Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Businessincluding all amendments and modifications thereto); and (xD) all loan agreements, credit agreements, notes, debentures, bonds, mortgages, indentures and other Contracts (collectively, "debt obligations") pursuant to which any indebtedness of the Company or any of its Subsidiaries is outstanding or may be incurred and all guarantees of or by the Company or any of its Subsidiaries of any debt obligations of any other agreement person (or group of related agreements) either involving more other than $5,000 or not entered into in the Ordinary Course of Business. (b) The Parent has delivered or made available to the Company a complete and accurate copy or any of each agreement listed in Section 3.16 its Subsidiaries), including the respective aggregate principal amounts outstanding as of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (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 Parent nor any Subsidiary nor, to the knowledge date of the Parent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent or any Subsidiary or, to the knowledge of the Parent, any other party under such contractthis Agreement.

Contracts. (a) Section 3.16 of the Parent Disclosure Schedule lists all material agreements required to be disclosed under the following agreements (written Exchange Act or oral) the Securities Act to which the Parent or any Subsidiary of its DSH Subsidiaries is a party as of the date of this Agreement, including: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in which the Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement establishing a partnership or joint venture; (iviii) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (iv) any agreement that purports to limit in any material respect the right of the Parent to engage in any line of business, or to compete with any person or operate in any geographical location; (v) any employment agreement concerning confidentiality or noncompetitionwith executive officers; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Parent or any Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Parent DSH Material Adverse Effect; (ixvii) any agreement which contains any provisions requiring the Parent or any Subsidiary of its DSH Subsidiaries to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (xviii) any agreement, other agreement (than as contemplated by this Agreement and the Transaction Documents, relating to the sales of securities of the Parent or group any of related agreements) either involving more than $5,000 its DSH Subsidiaries to which the Parent or not entered into in the Ordinary Course of Businesssuch Subsidiary is a party. (b) The Parent has delivered or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listedlisted in the Parent SEC Reports: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (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 Parent nor any Subsidiary of its DSH Subsidiaries nor, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, time or otherwise, would constitute a breach or default by the Parent or any Subsidiary of its DSH Subsidiaries or, to the knowledge of the Parent, any other party under such contract.

Contracts. (a) Section 3.16 Except for this Agreement and except for Contracts filed as exhibits to the Company SEC Documents, as of the Parent date of this Agreement, none of the Company or its Subsidiaries is a party to or bound by any Material Contract, except as set forth in Section 4.12(a) of the Company Disclosure Schedule lists the following agreements (written which contains a complete and accurate list of all Material Contracts to or oral) to by which the Parent Company or any Subsidiary of its Subsidiaries is a party as of the date of this Agreement:. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement. (i) any agreement “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to the Company SEC Documents, whether or group not filed with the SEC, prior to the date of related agreements) for the lease of personal property from or to third partiesthis Agreement; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services Contract that contains (A) which calls for performance over a period any covenant by the Company or any Subsidiary of more than one yearthe Company not to engage in any line of business or to compete with any Person in any line of business, or (B) which involves more than the sum of $5,000, or (C) in which the Parent or any Subsidiary has granted manufacturing rights, “most favored nation,” pricing provisions “exclusivity” or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partysimilar provisions; (iii) any agreement establishing a partnership contract containing any “earn-out” or joint ventureother similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business); (iv) any agreement Contract that (1) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or group (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any change in control of its assets, tangible or intangiblethe Company; (v) any agreement concerning confidentiality Contract (A) relating to the disposition or noncompetitionacquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any employment mortgages, indentures, guarantees, loans or consulting agreementcredit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any agreement involving any officerContract pursuant to which the Company, director or stockholder Subsidiary of the Parent Company, or any Affiliate thereofother party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any agreement under which Contract providing for indemnification or guarantee of the consequences obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a default or termination would reasonably be expected to have a Parent Material Adverse Effectwhole, other than any such contracts entered into in the ordinary course of business consistent with past practice; (ix) any agreement which contains Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any provisions requiring intellectual property of the Parent Company or any Subsidiary of the Company (other than non-exclusive licenses granted to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into third parties in the Ordinary Course ordinary course of Business); andbusiness by the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other agreement contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or group to the Company or any Subsidiary of related agreementsthe Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) either involving more than any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $5,000 500,000 or not entered into that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the Ordinary Course payment of Businessdividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) The Parent has delivered Except for Material Contracts that have expired or made available terminated by their terms, each Material Contract required to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect be filed as an exhibit to each agreement so listed: (i) the agreement is legalCompany’s Annual Report on Form 10-K for the year ended December 31, valid, binding and enforceable and in full force and effect; 2014 or (ii) the agreement will continue to be legalany Company SEC Document filed after such Form 10‑K, is valid, binding and enforceable and in full force and effect immediately following and binding upon the Closing in accordance with Company or the terms thereof as in effect immediately prior to the Closing; applicable Company Subsidiary, and (iii) neither the Parent nor any Subsidiary nor, to the knowledge of the ParentCompany, binding upon the other parties thereto in accordance with its terms (except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any other party, is in claim of a material breach or violation of, or are not in default underunder any Material Contract, any such agreementexcept for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, and no event has occurred, is pending or, nor to the knowledge of the Parent, is threatened, which, after the giving of notice, Company does any condition exist that with notice or lapse of time, time or otherwise, both would constitute a breach default thereunder, except for defaults which individually or default by in the Parent aggregate have not resulted in termination of a Material Contract or any Subsidiary or, to resulted in a material liability for the knowledge of the Parent, any other party under such contract.Company

Contracts. (a) Section 3.16 As of the Parent date of this Agreement, there are no Contracts that are material contracts (as defined in Item 601(b)(10) of Regulation S-K) with respect to Merger Partner (assuming Merger Partner was subject to the requirements of the Exchange Act), other than those Contracts identified in Section 3.11(a) of the Merger Partner Disclosure Schedule. (b) Neither Merger Partner nor any of its Subsidiaries has entered into any transaction that would be subject to proxy statement disclosure pursuant to Item 404 of Regulation S-K (assuming Merger Partner was subject to the requirements of the Exchange Act), other than as disclosed in Section 3.11(b) of the Merger Partner Disclosure Schedule. (c) Neither Merger Partner nor any of its Subsidiaries is a party to any agreement under which a third party would be entitled to receive a license or any other right to Merger Partner Intellectual Property as a result of the transactions contemplated by this Agreement. (d) Section 3.11(d) of the Merger Partner Disclosure Schedule lists the following agreements (written or oral) to which the Parent or any Subsidiary is a party Contracts of Merger Partner in effect as of the date of this Agreement: (i) any agreement Contract (or group of related agreements) for the lease of personal property from or to third parties; (ii) any agreement (or group of related agreementsContracts) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year180 days from the date of this Agreement, (B) which involves an aggregate of more than the sum of $5,000, 150,000 or (C) in which the Parent Merger Partner or any Subsidiary of its Subsidiaries has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain particular party; (iiiii) any agreement establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Parent or any Affiliate thereof; (viii) any agreement Contract under which the consequences of a default or termination would reasonably be expected likely to have a Parent Merger Partner Material Adverse Effect; (ixiii) any agreement which contains any provisions requiring Contract that could reasonably be expected to have the Parent effect of prohibiting or impairing the conduct of the business of Merger Partner or any Subsidiary to indemnify of its Subsidiaries or Public Company or any other party thereto of its Subsidiaries as currently conducted; (excluding indemnities contained iv) any Contract under which Merger Partner or any of its Subsidiaries is restricted from selling, licensing or otherwise distributing any of its technology or products, or providing services to, customers or potential customers or any class of customers, in agreements any geographic area, during any period of time or any segment of the market or line of business; (v) any dealer, distribution, joint marketing, joint venture, joint development, partnership, strategic alliance, collaboration, development agreement or outsourcing arrangement; (vi) any Contract for the purchaseconduct of research studies, sale pre-clinical or license clinical studies, manufacturing, distribution, supply, marketing or co-promotion of any products entered into in the Ordinary Course development by or which has been or which is being marketed, distributed, supported, sold or licensed out, in each case by or on behalf of Business)Merger Partner or any of its Subsidiaries; and (xvii) any Contract that would entitle any third party to receive a license or any other agreement (right to Intellectual Property of Public Company or group any of related agreements) either involving more than $5,000 or not entered into in Public Company’s Affiliates following the Ordinary Course of BusinessClosing. (be) The Parent Merger Partner has delivered or made available to the Public Company a complete and accurate copy of each agreement Contract listed in Section 3.16 Sections 3.10(a), 3.10(h), 3.10(i), 3.11(a), 3.11(b) and 3.11(d) of the Parent Merger Partner Disclosure Schedule. With respect to each agreement Contract so listed: (i) the agreement Contract is legal, valid, binding and enforceable and in full force and effecteffect against Merger Partner and/or its Subsidiaries party thereto, as applicable, and, to the knowledge of Merger Partner, against each other party thereto, as applicable, subject to the Bankruptcy and Equity Exception; (ii) the agreement Contract will continue to be legal, valid, binding and enforceable and in full force and effect against Merger Partner and/or its Subsidiaries party thereto, as applicable, and, to the knowledge of Merger Partner, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the ClosingClosing (other than any such Contracts that expire or terminate before such time in accordance with their terms and not as a result of a breach or default by Merger Partner or its Subsidiaries), in each such case subject to the Bankruptcy and Equity Exception and except to the extent the failure to be in full force and effect, individually or in the aggregate, would not reasonably be likely to have a Merger Partner Material Adverse Effect; and (iii) neither the Parent nor any Subsidiary none of Merger Partner, its Subsidiaries nor, to the knowledge of the ParentMerger Partner, any other party, is in breach or violation of, or default under, any such agreementContract, and no event has occurred, is pending or, to the knowledge of the ParentMerger Partner, is threatened, which, after the giving of notice, with or without notice or lapse of time, or otherwiseboth, would constitute a breach or default by the Parent or any Subsidiary Merger Partner, its Subsidiaries or, to the knowledge of the ParentMerger Partner, any other party under 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. (f) 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. (a) Except for this Agreement, Section 3.16 4.08(a) of the Parent ▇▇▇ Disclosure Schedule lists the following agreements (written or oral) to which the Parent or any Subsidiary is Letter sets forth a party list, as of the date of this Agreement:, of all Contracts (except for any ▇▇▇ Insurance Contract, ▇▇▇ Reinsurance Contract, ▇▇▇ Benefit Plan or STFC Benefit Plan) to which ▇▇▇ or any of its Subsidiaries, as applicable, is a party to or bound that meets the following criteria (each, a “▇▇▇ Material Contract”): (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over containing covenants that purport to materially restrict the ability of ▇▇▇ or any of its Subsidiaries or, at or after the Closing, LMHC or any of its Subsidiaries from (1) engaging in any business or competing in any business with any Person or in any geographic area, (2) operating its business in any manner or location, in each case, other than with respect to soliciting or hiring employees or (3) acquiring assets or securities of another Person (whether through a period of more than one yearstandstill or otherwise), (B) which involves more than provides for the sum granting of $5,000, or (C) in which the Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing rights to any Person or distribution rights (C) would require the disposition of any material assets or line of business of ▇▇▇ or its Subsidiaries or acquisition of any material assets or line of business of any Person or, at or after the Closing, LMHC or any of its Subsidiaries; (ii) with respect to any partnership, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any products partnership or territory joint venture material to ▇▇▇ or has agreed to purchase a minimum quantity any of goods its Subsidiaries, except for any such Contract solely between ▇▇▇ and its wholly-owned Subsidiaries or services or has agreed to purchase goods or services exclusively from a certain partysolely among SAM’s wholly-owned Subsidiaries; (iii) that evidences the creation, incurrence, assumption or guarantee of Indebtedness of ▇▇▇ or any agreement establishing a partnership of its Subsidiaries in excess of $7,500,000, other than any Indebtedness between or joint ventureamong any of ▇▇▇ and any of its wholly-owned Subsidiaries; (iv) any agreement limiting or prohibiting (or group purporting to limit or prohibit) the declaration of related agreements) under which it has createdor payment of dividends or distributions to the ▇▇▇ Members or in respect of the capital stock or other equity securities of any of the Subsidiaries of ▇▇▇, incurred, assumed prohibiting the pledging of any capital stock or guaranteed (other equity securities of any of the Subsidiaries of ▇▇▇ or may create, incur, assume prohibiting the issuance of guarantees by ▇▇▇ or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangibleSubsidiaries (other than pursuant to applicable Law); (v) pursuant to which ▇▇▇ or any agreement concerning confidentiality of its Subsidiaries (A) licenses any material Intellectual Property from any non-Affiliated Person (other than licenses for open source or noncompetitionoff-the-shelf software pursuant to “click-wrap” or “shrink-wrap” agreements), (B) licenses any material Intellectual Property to any non-Affiliated Person or (C) is limited in its own use or enforcement of any Intellectual Property owned by ▇▇▇ or its Subsidiaries; (vi) any employment Contract the principal purpose of which is to indemnify any current or consulting agreementformer ▇▇▇ Member in respect of any potential Tax Liabilities; (vii) any collective bargaining agreement involving any officer, director or stockholder of the Parent or any Affiliate thereofother labor-related agreement or arrangement with any labor union, trade union, labor organization or other employee representative body; (viii) relating to an acquisition, disposition or divestiture of any agreement under business or any assets that constitute a business or business unit or division of another Person (whether by merger, sale of stock, sale of assets or otherwise) and which the consequences of a default contains representations, covenants, material indemnities or termination would reasonably be expected to have a Parent Material Adverse Effectother material obligations (including material indemnification, “earn-out” or other contingent obligations) that are still in effect (other than this Agreement and confidentiality agreements in connection with any potential acquisition, divestiture, merger or similar transaction); (ix) evidencing derivatives, financial or commodity hedging or similar trading activities, including any agreement interest rate or currency swaps or similar Contract to which contains any provisions requiring the Parent ▇▇▇ or any Subsidiary of its Subsidiaries is a party; (x) containing a put, call, right of first refusal, right of first offer or similar right or obligation pursuant to indemnify which ▇▇▇ or any of its Subsidiaries would be required to purchase or sell, as applicable, all or any substantial part of any material assets, rights or properties of ▇▇▇ or any of its Subsidiaries; (xi) that restricts the ability of ▇▇▇ or any of its Subsidiaries to declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock, property or any combination thereof) in respect of, any of its capital stock, other equity or voting interests; (xii) with respect to any voting agreement, voting trust, shareholder agreement or registration rights agreement, other than in connection with ▇▇▇ Investment Assets; (xiii) containing a mortgage, pledge, security agreement, deed of trust or similar Lien (other than any Permitted Lien) on any property or assets material to ▇▇▇ and its Subsidiaries (taken as a whole); (xiv) requiring any capital commitment or capital expenditures (including any series of related expenditures) or pursuant to which ▇▇▇ or any of its Subsidiaries, individually or collectively, have any obligations (including with respect to the purchase or sale of materials, supplies, goods, equipment or other assets), in each case, in excess of $2,000,000 per year or in the next twelve (12) months; (xv) that are ▇▇▇ Leases; (xvi) that provides for any guarantee of third-party thereto obligations, other than any guarantees by ▇▇▇ of its Subsidiaries’ obligations or guarantees by SAM’s Subsidiaries of SAM’s obligations; (excluding indemnities contained in agreements for the purchasexvii) with any Governmental Authority, sale other than any non-disclosure or license of products similar Contract or Policy entered into in the Ordinary Course ordinary course of Business); andbusiness; (xviii) providing for any settlement of any Action (other than ordinary course claims made under ▇▇▇ Insurance Contracts within applicable policy limits) that (A) imposes material future limitations on the operation of ▇▇▇ and its Subsidiaries or (B) involves (x) payments after December 31, 2020, in excess of $5,000,000 or (y) monitoring or reporting obligations to any other agreement Person; or (or group of related agreementsxix) either involving more than $5,000 or not entered into that provides for the “sale” (as defined in the Ordinary Course California Consumer Privacy Act) of BusinessPersonal Data Processed by ▇▇▇ or any of its Subsidiaries. (b) The Parent has delivered Assuming the due authorization, execution and delivery thereof by the other party or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: parties thereto, (i) each ▇▇▇ Material Contract is a valid and binding obligation of ▇▇▇ and any of its Subsidiaries party thereto and, to the agreement Knowledge of ▇▇▇, each other party or parties thereto, in accordance with its terms and is legal, valid, binding and enforceable and in full force and effect; , subject to the Bankruptcy and Equity Exception, (ii) as of the agreement will continue date hereof, each ▇▇▇ Material Contract is in full force and effect, (iii) ▇▇▇ and any applicable Subsidiary of ▇▇▇ is not and, to the Knowledge of ▇▇▇, as of the date hereof, no other party thereto is in default in the performance, observation or fulfillment of any obligation, covenant or condition contained in each ▇▇▇ Material Contract and (iv) no event has occurred that, with or without notice, lapse of time or both, would constitute a default by ▇▇▇ or any of its Subsidiaries, or to the Knowledge of ▇▇▇, as of the date hereof, by any other party thereto, under any ▇▇▇ Material Contract, except, with respect to each of the foregoing clauses (i), (ii), (iii) and (iv) where such failures to be legal, valid, valid and binding and enforceable and in full force and effect immediately following and defaults would not, individually or in the Closing in accordance with the terms thereof as in effect immediately prior aggregate, have a ▇▇▇ Material Adverse Effect. ▇▇▇ has made available to the Closing; and (iii) neither the Parent nor any Subsidiary nor, to the knowledge LMHC a copy of the Parent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent or any Subsidiary or, to the knowledge of the Parent, any other party under such contracteach ▇▇▇ Material Contract.

Contracts. Set forth in Section 3.13 of the Company Disclosure Schedule is a list of (a) Section 3.16 of the Parent Disclosure Schedule lists the following agreements (written all contracts, agreements, commitments, undertakings or oral) obligations to which the Parent Company or any of its Subsidiaries is a party or by which it or its assets or properties are bound or subject which involve the payment by or to the Company or any of its Subsidiaries of more than $50,000 under any one of such contracts and which have a remaining term of more than 120 days (taking into account the effect of any renewal options), (b) all contracts, agreements or other instruments evidencing Indebtedness; (c) all joint venture or partnership agreements to which the Company or any Subsidiary is a party as party; (d) all contracts or agreements restricting the right of any person or entity to compete with the Company or any Subsidiary, and all contracts or agreements restricting the right of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in which the Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Parent or any Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent Company or any Subsidiary to indemnify compete with any person or entity, to sell to or purchase from any person or entity or to hire any person; (e) all contracts or agreements, other party thereto (excluding indemnities contained in than contracts or agreements for the purchase, sale or license of products entered into in the Ordinary Course ordinary course of Business)business, providing for indemnification or exoneration of any other person or entity by the Company or any Subsidiary; and (f) all contracts or agreements with any public utility pursuant to which the Company or any Subsidiary provides goods or services to such public utility; (g) all contracts pursuant to which the Company provides services and pursuant to which there is no limitation on the liability of the Company; and (h) all other contracts, agreements, commitments, undertakings or obligations to which the Company or any of its Subsidiaries is a party or by which it or its assets or properties are bound or subject (other than Real Property Leases, Personal Property Leases, Employment Agreements and Benefit Plans) (x) any other agreement which if terminated or lost would have a Material Adverse Effect with respect to the Company and its Subsidiaries, taken as a whole, or (or group of related agreementsy) either involving more than $5,000 or was not entered into in the Ordinary Course ordinary course of Business. business (b) The Parent has delivered or collectively, the "Contracts"). There have been made available to Crane true and complete copies of all such Contracts that are in writing (including all amendments thereto, if any). Except as set forth in Section 3.13 of the Company a complete and accurate copy of each agreement listed in Section 3.16 Disclosure Schedule, all of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and Contracts are 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 Parent Company nor any Subsidiary of its Subsidiaries (as the case may be) is in default thereunder, nor, to the knowledge of the ParentCompany, is any other partyparty to any Contract in default thereunder, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending ornor, to the knowledge best of the ParentCompany's knowledge, is threateneddoes any condition exist that, which, after with the giving of notice, with notice or lapse of time, time or otherwiseboth, would constitute a breach default thereunder, which default would give rise to a right on the part of some party thereto to terminate such Contract or claim damages thereunder, except such default by (i) as to which requisite waivers or consents have been obtained or (ii) which is curable and is cured within the Parent or any Subsidiary or, to the knowledge applicable period for cure permitted under such Contract. Except as set forth in Section 3.10 of the ParentCompany Disclosure Schedule, no approval or consent of any other party person is needed in order for the Contracts to continue in full force and effect under such contractthe same terms and conditions currently in effect following the consummation of the transactions contemplated by this Agreement.

Contracts. (a) Section 3.16 3.7(a) of the Parent Company Disclosure Schedule lists Letter contains an accurate and complete list, as of the date of this Agreement of all written contracts, agreements, commitments, arrangements and other instruments (and solely in the case of any customer contract required to be described below, an accurate and complete summary of any such contract which is not written), in effect as of the date hereof, of the following agreements (written or oral) types to which the Parent Company or any Subsidiary of its Subsidiaries is a party or bound or to which any of the Assets is subject (whether or not actually listed in Section 3.7 of the Company Disclosure Letter, the “Material Contracts”): (i) any collective bargaining agreement; (ii) any Affiliate Agreement; (iii) any contract or agreement that (A) materially restricts the Company or any of its Subsidiaries (or the Surviving Company after the Closing) from engaging in any material line of business, developing, marketing or distributing products or services or obligates the Company or any of its Subsidiaries (or the Surviving Company after the Closing) not to compete with another Person or in any geographic area or during any period of time or that would otherwise materially limit the freedom of the Surviving Company from engaging in any material line of business after the Effective Time or (B) contains exclusivity obligations or restrictions binding on the Company or any of its Subsidiaries (or the Surviving Company after the Closing); (iv) any agreement or series of related agreements, including any option agreement, providing for the acquisition or disposition, directly or indirectly, of any business, capital stock or material assets or any real property (whether by merger, sale of stock, sale of assets or otherwise), in the case of real property involving potential payments, proceeds or carrying value in excess of $5 million; (v) any agreement relating to any interest rate, foreign exchange, derivatives or hedging transaction; (vi) any agreement relating to Indebtedness of the Company and any of its Subsidiaries in excess of $5,000,000; (vii) any “take or pay” agreements involving obligations of the Company or its Subsidiaries in excess of $20,000,000; (viii) any Licenses or agreements governing the provision of any information technology related services, by or to the Company or any of its Subsidiaries, in each case, to the extent material to their respective businesses; (ix) all agreements that prohibit the payment of dividends or distributions in respect of the capital stock of the Company or any of its Subsidiaries, prohibit the pledging of the capital stock of the Company or any of its Subsidiaries or prohibit the issuance of guarantees by the Company or any of its Subsidiaries, in each case that will not be terminated at or prior to the Effective Time; (x) any (A) agreement that is a settlement or similar agreement (1) with any Governmental Authority, (2) that binds the Company or any of its Subsidiaries to any conduct or equitable relief or (3) that requires the Company or any of its Subsidiaries to pay an amount of money in excess of $ 1,000,000 that has not been completely paid as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in which the Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Parent or any Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or and was not entered into in the Ordinary Course ordinary course of Businessbusiness consistent with past practice or (B) an Order or consent of a Governmental Authority to which the Company or any of its Subsidiaries is subject, involving material performance by the Company or any of its Subsidiaries after the date of this Agreement; (xi) any agreement pursuant to which the Company or any of its Subsidiaries has an obligation to make an investment in or loan to any other Person; (xii) any agreement or series of related agreements (other than purchase orders) with each of the twenty (20) most significant suppliers from which the Company and its Subsidiaries, taken as a whole, purchased materials, supplies, services and other goods (measured by dollar volume of purchases from such suppliers) for the twelve-month period ended September 28, 2013; (xiii) any customer agreement with the twenty (20) most significant customers (measured by dollar volume of sales to such customer for the twelve-month period ended September 28, 2013) of the Company and its Subsidiaries, taken as a whole; (xiv) any contract containing most favored nation pricing provisions with a total contract value in excess of $20,000,000 annually; (xv) any partnership, joint venture, limited liability company or other similar agreements or arrangements (including any material agreement providing for joint research, development or marketing). (b) The Parent has delivered Each Material Contract is a valid and binding agreement of the Company or made available one or more of its Subsidiaries, on the one hand, and to the Company a complete and accurate copy of each agreement listed in Section 3.16 Knowledge of the Parent Disclosure Schedule. With respect to Company, each agreement so listed: (i) other party thereto, on the agreement other hand, and is legal, valid, binding and enforceable and in full force and effect; (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 Parent nor any Subsidiary nor, to the knowledge none of the ParentCompany, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending of its Subsidiaries or, to the knowledge Knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent or any Subsidiary or, to the knowledge of the ParentCompany, any other party thereto, is in default or breach in any material respect under (or is alleged to be in default or breach in any material respect under) the terms of, or has provided or received any notice of any intention to terminate, any such contractMaterial Contract and no event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default thereunder or result in or give any Person a right of acceleration or early termination thereof (other than pursuant to Section 5.12 hereof). The Company has made available to Parent and the Merger Subs a true and complete copy of (x) each Material Contract (including all material modifications and amendments thereto and waivers thereunder as of the date hereof) or, if applicable, form of Material Contract and (y) all form customer and vendor contracts used in and material to the businesses of the Company and its Subsidiaries).

Contracts. Except as filed as exhibits to the Company SEC Documents filed prior to the date hereof, or as disclosed in Section 3.13 of the Company Disclosure Schedule, there is no Company Agreement relating to the ADS Business, the Acquired Assets or the Retained Liabilities (a) Section 3.16 any of the Parent Disclosure Schedule lists benefits to any party of which will be increased, or the following agreements vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the Transactions or the value of any of the benefits to any party of which will be calculated on the basis of any of the Transactions (written except as disclosed pursuant to Section 3.11) or oral(b) to which the Parent or any Subsidiary is a party which, as of the date of this Agreement: hereof, (i) any agreement is a “material contract” (or group as such term is defined in Item 601(b)(10) of related agreements) for Regulation S-K of the lease of personal property from or to third parties; SEC), (ii) any agreement (or group involves aggregate expenditures in excess of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year$50,000 per annum, (Biii) which involves more than the sum aggregate expenditures in excess of $5,00050,000 and was not entered into in the ordinary course of business, (iv) contains “take or pay” provisions applicable to the Company or any Company Subsidiary, (v) contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or (C) which restricts the conduct of any line of business by the Company, any of the Company’s current or future affiliates, any Company Subsidiary or any geographic area in which the Parent Company, any Company Subsidiary or any Subsidiary has granted manufacturing rightsof the Company’s current or future affiliates may conduct business, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to in each case in any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has createdrespect, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Parent or any Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring prohibit or materially delay the Parent consummation of the Offer, the Merger or any of the other Transactions or (vii) is necessary for the conduct of the ADS Business as currently conducted but constitutes an Excluded Asset. Each contract of the type described in this Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract”. Each Company Agreement relating to the ADS Business, the Acquired Assets or the Retained Liabilities is valid and binding on the Company and each Company Subsidiary party thereto and, to indemnify any the Company’s knowledge, each other party thereto (excluding indemnities contained in agreements for the purchasethereto, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Business. (b) The Parent has delivered or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legalas applicable, valid, binding and enforceable and in full force and effect; (ii) , and the agreement will continue Company and each Company Subsidiary has performed all obligations required to be legalperformed by it under each such Company Agreement and, validto the Company’s knowledge, binding and enforceable and each other party to each such Company Agreement has performed all obligations required to be performed by it under such Company Agreement, except as would not, or would not be reasonably expected to, individually or in full force and effect immediately following the Closing aggregate, (1) prohibit or materially delay the consummation of the Offer, the Merger or any of the other Transactions, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or (3) result in accordance a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or any condition which with the terms thereof as passage of time or the giving of notice would cause such a violation of or default under) any Company Agreement relating to the ADS Business, the Acquired Assets or the Retained Liabilities except for violations or defaults that would not, or would not be reasonably expected to, individually or in effect immediately the aggregate, (1) prohibit or materially delay consummation of the Offer, the Merger or any of the other Transactions, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or (3) result in a Company Material Adverse Effect. The Company has delivered to the Purchaser or provided to the Purchaser for review, prior to the Closing; execution of this Agreement, true, complete and (iii) neither correct copies of all of the Parent nor any Subsidiary nor, Company Material Contracts or other Company Agreements relating to the knowledge ADS Business, the Acquired Assets or the Retained Liabilities required to be disclosed in Section 3.13 of the ParentCompany Disclosure Schedule, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, which are not filed as exhibits to the knowledge Company SEC Documents and the Company Material Contracts or other Company Agreements required to be disclosed in Section 3.13 of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent or any Subsidiary or, Company Disclosure Schedule filed as exhibits to the knowledge Company SEC Documents are true, complete and correct copies of the Parent, any other party under such contractcontracts.

Contracts. (a) Section 3.16 of Except as set forth in the Parent Disclosure Schedule lists the following agreements (written or oral) SEC Reports filed prior to which the Parent or any Subsidiary is a party as of the date of this Agreement: Agreement or Section 3.18 of the Disclosure Schedule, neither the Company nor any of the Subsidiaries is a party to or bound by any (i) any agreement "material contract" (or group as such term is defined in Item 601(b)(10) of related agreements) for Regulation S-K promulgated by the lease of personal property from or to third parties; SEC), (ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or group understanding with any affiliate of related agreementsthe Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) for the voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company or any Subsidiary of products indebtedness 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 furnishing purpose of managing the interest rate or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000foreign exchange risk associated with its financing), or (Cvii) in contract or other agreement which would prohibit or materially delay the Parent consummation of the Merger or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; the transactions contemplated by this Agreement (iiiall contracts of the type described in clauses (i) any agreement establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; through (vii) any agreement involving any officerbeing referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, director or stockholder to the extent a Subsidiary of the Parent or any Affiliate thereof; (viiiCompany is a party, such Subsidiary) any agreement under which the consequences of a default or termination would reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Business. (b) The Parent has delivered or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) , and the agreement will continue Company and each Subsidiary have performed all obligations required to be legalperformed by them to date under each Material Contract, validexcept where such noncompliance, binding and enforceable and individually or in full force and effect immediately following the Closing aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in accordance with Section 3.18 of the terms thereof as in effect immediately prior to the Closing; and (iii) Disclosure Schedule, neither the Parent Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the ParentCompany, does there exist any other party, is condition which with the passage of time or the giving of notice or both would result in breach or such a violation of, or default under) any Material Contract, except any such default or violation that, individually or in the aggregate, would not have a Material Adverse Effect. (b) Except as disclosed in the SEC Reports filed prior to the date of this Agreement or in Section 3.18 of the Disclosure Schedule or as provided for in this Agreement, neither the Company nor any of the Subsidiaries is a party to any oral or written (i) employment, severance, retention or termination agreements or consulting agreements not terminable on 30 days' or less notice, (ii) union or collective bargaining agreement, (iii) agreement with any executive officer or other key employee of the Company or any of the Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of the Subsidiaries of the nature contemplated by this Agreement, (iv) agreement with respect to any executive officer or other key employee of the Company or any of the Subsidiaries providing any term of employment or compensation guarantee or (v) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any such agreement, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving benefits of notice, with lapse of timewhich will be increased, or otherwisethe vesting of the benefits of which will be accelerated, would constitute a breach or default by the Parent or occurrence of any Subsidiary or, to the knowledge of the Parent, transactions contemplated by this Agreement or the value of any other party under such contractof the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.

Contracts. (a) Section 3.16 Except for this Agreement and except as filed with the SEC as an exhibit to any Company SEC Document, as of the Parent Disclosure Schedule lists date hereof, none of the Company or any of its Subsidiaries is a party to or is bound by any of the following agreements categories of Contracts (written each such Contract required to be filed as an exhibit to any Company SEC Document or oralrequired to be listed in Section 3.15(a) of the Company Disclosure Letter, a “Company Material Contract”): (i) any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act that has not been so filed (except for a Company Plan listed in Section 3.11(a) of the Company Disclosure Letter); (ii) any Contract to which the Parent or any Subsidiary Company is a party that (a) restricts the ability of the Company, its Subsidiaries or its Affiliates to (x) engage in or compete in any geographic area or line of business, market or field, (y) transaction with any Person or (z) solicit any client or customer, in each case in any manner that is material to the Company or that would restrict in any material respect Parent or its Subsidiaries following the Closing, (b) requires the Company, its Subsidiaries or its Affiliates to conduct any business on a “most favored nations” basis with any third party that restricts in any material respect the business of the Company or that would restrict in any material respect Parent or its Subsidiaries following the Closing, or (c) provides for “exclusivity,” rights of first refusal or offer or any similar requirement or right in favor of any third party that restricts in any material respect the business of the Company or that would restrict in any material respect Parent or its Subsidiaries following the Closing; (iii) any purchase, sale or supply Contract that contains “take or pay” provisions, volume requirements or commitments, exclusive or preferred purchasing arrangements, “most favored nation” provisions or promotional requirements; (iv) any Contract to which the Company is a party that provides for payments to or from the Company in excess of $500,000 in the aggregate annually, but excluding for this purpose purchase orders for and invoices for transportation related to the shipment of inventory entered into on customary terms in the ordinary course of business; (v) any Contract creating, guaranteeing or securing indebtedness for borrowed money of the Company, in each case in excess of $500,000; (vi) any Contract with respect to the creation, formation, governance or control of any material partnerships, joint ventures or joint ownership arrangements with third parties; (vii) any Contract that (A) relates to the acquisition of material assets or capital stock or other securities (by merger, capital contribution or otherwise) of any Person after the date of this Agreement with a total consideration of more than $500,000 in the aggregate, (B) relates to the disposition (after the date of this Agreement), directly or indirectly, of material assets of the Company or its Subsidiaries or any capital stock or other securities (by merger, capital contribution or otherwise) of the Company or its Subsidiaries or (C) contains a put, call, right of first refusal or similar right pursuant to which the Company or its Subsidiaries could be required to purchase or sell, as applicable, any of the foregoing; (viii) any Contract that relates to the sale, transfer or other disposition of a business or assets by the Company pursuant to which the Company has any continuing indemnification, guarantee, “earnout” or other contingent, deferred or fixed payment obligations; (ix) any Contract with a term exceeding one year after the date of this Agreement which is a financial derivative interest rate hedge with a value in excess of $250,000; (x) any Contract pursuant to which the Company or any of its Subsidiaries grants to or receives from a third party a license or other right to use any Intellectual Property that is material to the Company or any of its Subsidiaries or the operation of their businesses, excluding non-exclusive licenses to software that is commercially available to the public generally (including any such software provided on a SaaS basis) in each case with annual or one-time license, maintenance, support and other fees of less than $250,000; (xi) each Contract that grants any right of first refusal, first notice, first negotiation or right of first offer or similar right with respect to any assets, rights or properties of the Company or its Subsidiaries; (xii) each Labor Agreement; (xiii) any Contract with a Governmental Entity; (xiv) the Company Real Property Leases; (xv) each Contract (other than any Organizational Document) between the Company or any of its Subsidiaries, on the one hand, and any director, officer or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including (but not limited to) any Contract pursuant to which the Company or any of its Subsidiaries has an obligation to indemnify such director, officer, Affiliate or “associate” or “immediate family” member, but excluding any Company Plan; (xvi) each Contract expressly limiting or restricting the ability of the Company or its Subsidiaries (i) to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be, (ii) to pledge their capital stock or other equity interests, (iii) to issue any guaranty, (iv) to make loans to the Company or its Subsidiaries, or (v) to grant liens on the property of the Company or its Subsidiaries; and (xvii) each Contract that obligates the Company or its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any Person, except for (i) loans or advances for indemnification, attorneys’ fees, or travel and other business expenses in the ordinary course of business, or (ii) loans, advances or capital contributions to, or investments in, any Person that is not an Affiliate or Company Employee not in excess of $100,000 individually; (xviii) each Contract that is a (A) bid bonds, payment bonds, performance bonds, Tax bonds, licensing bonds, reclamation bonds, surety bonds or any similar undertaking or financial security arrangements or (B) indemnity or underwriting agreements or other contracts with a surety, in each case in excess of $500,000. (b) Each Company Material Contract has not been terminated prior to the date of this Agreement, is valid and binding on the Company and each of its Subsidiaries party thereto and, to the knowledge of the Company, any other party thereto, except (i) for such failures to be valid and binding or to be in full force and effect that, individually or in the aggregate, has not been, and would not reasonably be expected to be, materially adverse to the Company and its Subsidiaries, taken as a whole, or (ii) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. Except as, individually or in the aggregate, has not been, and would not reasonably be expected to be, materially adverse to the Company and its Subsidiaries, taken as a whole, there are no existing breaches or defaults under any Company Material Contract or Company Real Property Lease by the Company or any of its Subsidiaries party thereto or, to the knowledge of the Company, any other party thereto, and no event or action has occurred or failed to occur that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries party thereto or, to the knowledge of the Company, any other party thereto. Prior to the date of this Agreement, the Company has made available to Parent accurate and complete copies of each Company Material Contract in effect as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) together with all material amendments and supplements thereto in which the Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder effect as of the Parent date of this Agreement. Prior to the date of this Agreement, no counterparty to a Company Material Contract or any Affiliate thereof; (viii) any agreement under which Company Real Property Lease has cancelled, terminated or substantially curtailed its relationship with the consequences of a default Company or termination would reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchaseits Subsidiaries, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Business. (b) The Parent has delivered or made available given notice to the Company a complete and accurate copy or its Subsidiaries of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect any intention to each agreement so listed: (i) the agreement is legalcancel, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance terminate or substantially curtail its relationship with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Parent nor any Subsidiary norCompany or its Subsidiaries, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the ParentCompany, is threatened, which, after threatened to do any of the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent or any Subsidiary foregoing or, to the knowledge of the ParentCompany, any other party under such contractbeen threatened with bankruptcy or insolvency.

Contracts. (a) Section 3.16 Schedule 3.15(a) of the Parent Seller Disclosure Schedule lists the following agreements (written or oral) contains, with respect to which the Parent or any Subsidiary is a party each Specified Business, Seller’s good faith estimate, as of the date hereof, of this Agreement:the number of Contracts (other than Programming Agreements, Franchises and Governmental Authorizations) to which Seller or any of its Affiliates or any of their respective Assets are party, bound or subject which are executory and are Related to such Specified Business. Such list represents Seller’s good faith estimate of the number of such Contracts in each of the categories set forth on Schedule 3.15(a) of the Seller Disclosure Schedule, and indicates as to each category, the number of such Contracts that (i) were entered into prior to the Petition Date, (ii) were entered into following the Petition Date or (iii) Relate to any Specified Business and any other business of Seller or its Affiliates, including any part of the Friendco Business. (b) Except as set forth on Schedule 3.15(b) of the Seller Disclosure Schedule, none of the Contracts of Seller or any of its Affiliates Related to a Specified Business contains any of the following terms or provisions (each such term or provision, a “Special Term”): (i) consideration payable or receivable by Seller or any agreement (of its Affiliates in excess of $100,000 in any twelve month period or group in excess of related agreements) for $1,000,000 over the lease of personal property from or to third partiesremaining term; (ii) any agreement (or group limitations on the freedom of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in which the Parent Seller or any Subsidiary has granted manufacturing rightsof its Affiliates to compete in any line of business, with any Person or in any geographic area, and which would limit the freedom of Buyer or any of its Affiliates to do so after the Closing Date if it were an Assigned Contract; (iii) so-called “most favored nation” pricing provisions or exclusive marketing any similar provision requiring Seller or distribution rights relating any of its Affiliates to offer a third party terms or concessions at least as favorable as those offered to one or more other parties, or which would require Buyer or any products or territory or has agreed of its Affiliates to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement establishing a partnership or joint venturedo so after the Closing Date if it were an Assigned Contract; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangibleterms that do not reflect in all material respects those that would be obtained in arm’s length negotiations; (v) any agreement concerning confidentiality exclusivity provision or noncompetitionprovision that requires the purchase of all or a given portion of a party’s requirements or any other similar provision that would, in each case, bind Buyer or its Affiliates after the Closing if it were an Assigned Contract; (vi) any employment terms for the benefit of any members of the Rigas family (except terms for the general benefit of holders of Equity Securities in Seller or consulting agreementany of its Affiliates), Seller, any Managed Cable Entity or any of its or their current or former Affiliates or associates (as defined in Rule 405 under the Securities Act), in each case that would continue to benefit any such Person after the Closing if it were an Assigned Contract; (vii) any agreement involving provision relating to the use by third parties of any officer, director or stockholder of the Parent Transferred Assets to provide telephone, Internet or data services other than in Contracts with Subscribers of any Affiliate thereof;such services and other than under the Contracts listed on Schedule 3.15(b)(vii) of the Seller Disclosure Schedule; or (viii) with respect to any agreement Contract entered into following the entry of the Confirmation Order for the Plan or the JV Plan or the 363 Order, any provision that directly or indirectly restricts (or imposes a penalty or loss of benefit upon) the assignment or transfer of the rights or obligations thereunder to Buyer, Friendco or their Affiliates. (c) Schedule 3.15(c) of the Seller Disclosure Schedule contains a true and complete list, as of the date hereof, of all Contracts (other than Equipment Leases and Programming Agreements) to which Seller or any of its Affiliates or any of their respective Assets are party, bound or subject that Relate to more than one Specified Business or to both a Specified Business and any part of the Friendco Business. (d) Subject to the entry of the [Confirmation Order]Transaction Order (and/or the entry of an order prior to Closing pursuant to section 365 of the Bankruptcy Code authorizing the assumption, retention and/or assignment, as applicable, of the Assigned Contracts), all Assigned Contracts will be, when assumed by Seller and assigned to Buyer hereunder and under which the consequences [Confirmation]Transaction Order (or such other order), in full force and effect and will be enforceable against each party thereto in accordance with the express terms thereof and any violation, breach or event of default, or alleged violation, breach or event of default, or event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder on the part of Seller or termination any of its Affiliates existing prior to such assumption and assignment will be fully discharged and Buyer shall have no responsibility therefor except for any Assumed Cure Costs. To the Knowledge of Seller, no other party to any Contract of Seller or any of its Affiliates is in default, violation or breach of such Contract, and there are no disputes pending or threatened under any such Contract other than those defaults, violations, breaches and disputes that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring . In the Parent last five years, none of Seller or any Subsidiary of its Affiliates has made any material claim under any Contract pursuant to indemnify which any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Business. (b) The Parent has delivered or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (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 Parent nor any Subsidiary nor, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent or any Subsidiary or, to the knowledge of the Parent, any other party under such contractCable Systems were acquired.

Contracts. (a) Section 3.16 4.15 of the Parent Company Disclosure Schedule lists Letter sets forth a true and complete list of each Contract between the following agreements (written or oral) to which the Parent Company or any Subsidiary is a party of its Subsidiaries, on the one hand, and the ten largest customers of the health management services business of the Company and its Subsidiaries and the five largest customers of the fitness management services business of the Company and its Subsidiaries, in each case on the basis of total revenue for the year ended December 31, 2009, on the other hand. Except as set forth in Section 4.15 of the Company Disclosure Letter, and except for this Agreement and except as filed with the SEC, as of the date hereof, neither the Company nor any of this Agreement: its Subsidiaries is a party to or is bound by any Contract that (a) would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, (b) is a non-competition Contract or other Contract that (i) purports to limit in any agreement material respect either the type of business in which the Company or any of the Subsidiaries of the Company (or, after the payment by Merger Sub for Shares pursuant to the Offer, Parent or group any of related agreementsits Subsidiaries) for or any of their respective Affiliates may engage or the lease manner or geographic area in which any of personal property from or to third parties; them may so engage in any business, (ii) would require the disposition of any agreement material assets or line of business of the Company or any of its Subsidiaries (or group of related agreements) for or, after the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one yearAcceptance Time, (B) which involves more than the sum of $5,000, or (C) in which the Parent or any Subsidiary has granted manufacturing rightsof its Subsidiaries) or any of their respective Affiliates as a result of the consummation of the transactions contemplated by this Agreement, (iii) is a Contract that grants “most favored nation” status to any Person that, following the Acceptance Time, would apply to Parent or any of its Subsidiaries, including the Company or any of its Subsidiaries, and affects in any material respect the pricing provisions or exclusive marketing or distribution rights relating to of any products or territory services by the Company of any of its Subsidiaries or, following the Acceptance Time, Parent or has agreed any of its Subsidiaries (including the Company and its Subsidiaries) or (iv) prohibits or limits, in any material respect, the right of the Company or any of its Subsidiaries (or, after the Acceptance Time, would prohibit or limit, in any material respect, the right of Parent or any of its Subsidiaries) to purchase a minimum quantity of goods make, sell or distribute any products or services or has agreed to purchase goods use, transfer, license, distribute or services exclusively from a certain party; enforce any of their respective Intellectual Property rights, or (iii) any agreement establishing a partnership or joint venture; (iv) any agreement (or group of related agreementsc) under which it any Acquired Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $200,000 (including capitalized lease obligationsexcept for such indebtedness between the Acquired Companies or guaranties by any Acquired Company of indebtedness of any Acquired Company) involving more than $5,000 (each such Contract as described in this Section 4.15 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder listed in Section 4.15 of the Parent or any Affiliate thereof; (viii) any agreement under which Company Disclosure Letter, a “Material Contract”). True and complete copies of all Material Contracts of the consequences of a default or termination would reasonably be expected to Company and its Subsidiaries have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Business. (b) The Parent has delivered or been made available to Parent. For purposes of this Agreement, “Contract” means any note, bond, mortgage, indenture, contract, agreement, lease or other instrument or obligation (whether written or oral), together with all amendments thereto. Each Material Contract is valid and binding on the Company a complete and accurate copy each of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (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 Parent nor any Subsidiary norits Subsidiaries party thereto and, to the knowledge of the ParentCompany, any other partyparty thereto, and is in breach full force and effect, except in each case for such failures to be valid and binding or violation ofto be in full force and effect that, individually or default underin the aggregate, any such agreementhave not had, and would not reasonably be expected to have, a Material Adverse Effect. Except, individually or in the aggregate, as has not had, and would not reasonably be expected to have, a Material Adverse Effect, and except as set forth in Section 4.15 of the Company Disclosure Letter, there is no event has occurred, is pending default under any Contract by the Company or any of its Subsidiaries party thereto or, to the knowledge of the ParentCompany, is threatenedany other party thereto, which, after and no event has occurred that with the lapse of time or the giving of notice, with lapse of time, notice or otherwise, both would constitute a breach or default thereunder by the Parent Company or any Subsidiary of its Subsidiaries party thereto or, to the knowledge of the ParentCompany, any other party under such contractthereto.

Contracts. (a) Section 3.16 All contracts of the Parent Disclosure Seller involving the use of, or otherwise relating to, the Assets are set forth on Schedule lists the following agreements 7(t) (written or oralContracts). Except as set forth on Schedule 7(t) to which the Parent or any Subsidiary is a party as (Contracts), each contract of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in which the Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Parent or any Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Business. (b) The Parent has delivered or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement Seller is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following and there exists no (i) default or event of default by the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Parent nor any Subsidiary nor, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending Seller or, to the knowledge of the ParentSeller, is threatenedby any other party to any contract of the Seller with respect to any material term or provision of any such contract or (ii) event, whichoccurrence, after condition or act (including the giving consummation of notice, with lapse the transactions contemplated hereby) which would reasonably be expected to become a default or event of time, or otherwise, would constitute a breach or default by the Parent or any Subsidiary Seller or, to the knowledge of the ParentSeller, any other party under thereto, with respect to any material term or provision of any such contract. Seller has not violated any of the material terms or conditions of any contract or agreement and, to the knowledge of the Seller all of the covenants to be performed by any other party thereto have not been breached in any material respects. The Seller has delivered to Buyer true and complete copies, including all amendments, of each contract involving the Assets. To Seller’s knowledge, no current or former employee, director, consultant or independent contractor hired by Seller within the Self-Protecting Digital Content Business: (A) is in material violation of any term or covenant of any employment contract, patent disclosure agreement, invention assignment agreement, nondisclosure agreement, non-competition agreement or any other contract with any other party by virtue of such employee’s, director’s, consultant’s or independent contractor’s being employed by, or performing services for, Seller within the Self-Protecting Digital Content Business; or (B) has developed any technology, software or other copyrightable, patentable or otherwise proprietary work for Seller within the Self-Protecting Digital Content Business that is subject to any contract under which such employee, director, consultant or independent contractor has assigned or otherwise granted to any third party any rights in or to such technology, software or other copyrightable, patentable or otherwise proprietary work. Except with respect to non-conformities that do not result in any material liability, and subject to Section 7(o)(iii) (Noninfringement by Seller), all software developed by Seller within the Self-Protecting Digital Content Business that are included among the Assets, all Seller Products provided by or through Seller to customers, and the operation of the Seller’s current Self-Protecting Digital Content Business, conform in all material respects to applicable contractual commitments, including without limitation, express and applicable implied warranties.

Contracts. (ai) Section 3.16 Except for this Agreement and except for Contracts filed as exhibits to the Company SEC Reports or that have expired as of the Parent Disclosure Schedule lists date of this Agreement, none of the following agreements (written or oral) to which the Parent Company or any Subsidiary of its Subsidiaries is a party to or bound by any Contract as of the date of this Agreement: (iA) any agreement (or group that would be required to be filed by the Company with the SEC pursuant to Item 601(b)(10) of related agreements) for Regulation S-K under the lease of personal property from or to third partiesSecurities Act; (iiB) that is a commitment, arrangement or agreement to contribute capital or make additional investments in any other Person, other than any such commitment, arrangement or agreement (or group x) entered into in the ordinary course of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one yearbusiness, (By) which involves more than with respect to wholly owned Subsidiaries of the sum Company or (z) pursuant to a Contract binding on the Company or any of $5,000, its Subsidiaries previously made available to Parent or Merger Sub; (C) that contain covenants limiting in any material respect the ability of the Company or any of its Subsidiaries to operate in any business or geographic area (other than covenants limiting the ability of the Company or any of its Subsidiaries to open a store within a 10 miles (or less) radius of an existing store) that, following the Merger, would apply to Parent and its Subsidiaries (other than the Surviving Corporation and its Subsidiaries); (D) that would be required to be disclosed pursuant to Section 404(a) of Regulation S-K under the Exchange Act; (E) that relates to any acquisition by the Company or any of its Subsidiaries of stock or assets of another Person, other than in the ordinary course of business or purchases of inventory, supplies or materials, pursuant to which the Parent Company or any Subsidiary of its Subsidiaries has granted manufacturing rights“earn out” or other contingent or fixed payment obligations, in each case, that could result in payments in excess of $1 million; (F) that provides for indemnification by the Company or any of its Subsidiaries of any Person, except for any such Contract that is entered into in the ordinary course of business; (G) that is a material Contract pursuant to which the Company or any of its Subsidiaries grants “most favored nation” pricing provisions or exclusive marketing or distribution rights relating status 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 third party; (iiiH) that is an exclusive license or other material Contract under which the Company or any agreement establishing a partnership or joint ventureof its Subsidiaries licenses from any third party any Intellectual Property material to the conduct of the business, with annual fees during fiscal year ended January 28, 2011 in excess of $2.5 million, other than off-the-shelf software licenses; (ivI) evidencing Indebtedness of the Company or any agreement of its Subsidiaries in excess of $1 million other than Indebtedness in respect of capital leases and Intercompany Indebtedness; (J) that contains a put, call or group similar right pursuant to which the Company or any of related agreements) under which it has createdits Subsidiaries could be required to purchase or sell, incurredas applicable, assumed any equity interests of any Person or guaranteed (assets that have a fair market value or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving purchase price of more than $5,000 5 million; (K) that contains any standstill or under similar agreement pursuant to which it has imposed (the Company or may impose) a Security Interest on any of its assetsSubsidiaries has agreed not to acquire assets or securities of another Person, tangible except for any such Contract that is a confidentiality, non-disclosure or intangible; (v) any similar type of agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Parent or any Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course ordinary course of Business); andbusiness; (xL) that is a settlement, conciliation or similar agreement in existence as of the date hereof with any Governmental Entity or otherwise, in each case pursuant to which the Company or any of its Subsidiaries is obligated to pay consideration after the date of this Agreement in each case in excess of $2.5 million; or (M) other than with respect to any partnership that is wholly owned by the Company or any wholly owned Subsidiary of the Company, any partnership, joint venture or other similar agreement (or group arrangement relating to the formation, creation, operation, management or control of related agreements) either involving any partnership or joint venture in which the Company or any of its Subsidiaries owns more than a 25% voting or economic interest, or any interest valued at more than $5,000 2.5 million without regard to percentage voting or not entered into economic interest (each Contract described in clauses (A) through (M) and each Contract filed as an exhibit to the Ordinary Course Company SEC Reports prior to the date of Businessthis Agreement is referred to herein as a “Company Material Contract”). (bii) The Parent has delivered or made available Each of the Company Material Contracts is valid and binding on the Company and each of its Subsidiaries that is a party thereto and, to the Company a complete and accurate copy of each agreement listed in Section 3.16 Knowledge of the Parent Disclosure Schedule. With respect to Company, each agreement so listed: (i) the agreement other party thereto and is legal, valid, binding and enforceable and in full force and effect; (ii) , subject to the agreement will continue Bankruptcy and Equity Exception and except for any such failure to be legal, valid, valid and binding and enforceable and or to be in full force and effect immediately following that is not, individually or in the Closing in accordance with aggregate, reasonably likely to have a Company Material Adverse Effect. There is no default under any Company Material Contract by the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Parent nor Company or any Subsidiary norof its Subsidiaries that is a party thereto or, to the knowledge Knowledge of the ParentCompany, any other party, is in breach or violation of, or default under, any such agreementparty thereto, and no event has occurred, occurred that with notice or lapse of time or both would constitute a default thereunder by the Company or any of its Subsidiaries that is pending a party thereto or, to the knowledge Knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent or any Subsidiary or, to the knowledge of the ParentCompany, any other party under such contractthereto, except in each case as is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Complete and correct copies of each Company Material Contract have been made available to Parent prior to the date of this Agreement, except for any Contracts the terms of which prohibit its disclosure to any third party or that have expired as of the date of this Agreement.

Contracts. (a) All Contracts required to be filed as exhibits to the Company SEC Documents have been so filed in a timely manner. Section 3.16 3.15(a) of the Parent Company Disclosure Schedule lists Letter sets forth a true and complete list of each of the following agreements (written or oral) Contracts to which the Parent or Company, any Subsidiary of its Subsidiaries is a party as or by which the Company, any of the date its Subsidiaries or any of this Agreement:their assets or businesses are bound (and any amendments, supplements and modifications thereto): (i) any agreement (or group Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of related agreements) for Regulation S-K under the lease of personal property from or to third partiesSecurities Act; (ii) any agreement (Contract that is a non-competition Contract or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services other Contract that (A) limits in any material respect either the type of business in which calls for performance over a period the Company or any of more than one yearthe Subsidiaries of the Company (or, after the Effective Time, Parent or any of its Subsidiaries) or any of their respective Affiliates, may engage or the manner or geographic area in which any of them may so engage in any business, (B) which involves more than would require the sum disposition, lease, license or other transfer of $5,000any material assets or line of business of the Company or any of its Subsidiaries (or, after the Effective Time, Parent or any of its Subsidiaries) or any of their respective Affiliates as a result of the consummation of the transactions contemplated by this Agreement, (C) in which the Parent or any Subsidiary has granted manufacturing rights, is a Contract that grants a third party “most favored nation” pricing provisions or exclusive marketing similar status that, following the Effective Time, would apply to Parent or distribution rights relating any of its Subsidiaries, including the Company or any of its Subsidiaries; (D) contains any “exclusivity” or similar provision for the benefit of a third party or otherwise prohibits or limits, in any material respect, except those Intellectual Property Agreements set forth in Section 3.18(c) of the Company Disclosure Letter, the right of the Company or any of its Subsidiaries (or, after the Effective Time, would prohibit or limit, in any material respect, the right of Parent or any of its Subsidiaries) to make, sell, market, advertise, promote, publicly display or distribute any products or territory services or has agreed use, transfer, license, distribute, defend or enforce any of their respective Intellectual Property Rights; (E) obligates the Company or any of its Subsidiaries to purchase or obtain a minimum quantity or specified amount of goods any product or services service from any Person; or has agreed (F) that involves the obligation or potential obligation of the Company or any of its Subsidiaries to purchase goods make any “earn-out” or services exclusively from a certain partysimilar payments to any Person; (iii) any indenture, loan or credit agreement, factoring agreement, security agreement, guarantee, note, mortgage, letter of credit, reimbursement agreement establishing a partnership or joint ventureother Contract, in any such case relating to indebtedness or other obligation of any Acquired Company having an outstanding principal amount in excess of $100,000 (except for such indebtedness between the Acquired Companies or guaranties by any Acquired Company of indebtedness of any Acquired Company); (iv) any agreement (Contract relating to any material joint venture or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangiblepartnership; (v) any agreement concerning confidentiality Contract, excluding any Real Property Lease, under which the Company or noncompetitionany of its Subsidiaries made or received payments of more than $250,000 during the fiscal year ended December 31, 2014 or reasonably expects to make or receive payments of more than $250,000 for the fiscal year ending December 31, 2015, and is not terminable upon notice of 30 days or less without penalty; (vi) any Contract that restricts or prohibits the Company or any Subsidiary of the Company (or after the Effective Time would restrict or prohibit Parent or any of its Subsidiaries) from hiring or soliciting any individual to perform employment or consulting agreementservices; (vii) any Contract establishing any material dealer, reseller, remarketer, distribution, joint marketing, exclusive arrangement or manufacturer arrangement, or similar agreement involving any officer, director granting rights with regard to products or stockholder services of the Parent Company or any Affiliate thereofof its Subsidiaries; (viii) any agreement under which Contract that provides for any standstill or similar restriction with respect to the consequences of a default Company or termination would reasonably be expected to have a Parent Material Adverse Effectits securities; (ix) any agreement which contains any provisions requiring Contract for the Parent lease of real property by the Company or any Subsidiary of its Subsidiaries that by its terms calls for aggregate annual rent payments of more than $100,000 by the Company and its Subsidiaries; (x) any employment Contract that requires aggregate payments with respect to indemnify annual salary and target bonus in excess of $180,000 on an annual basis or is not terminable without cause by the Company or any of its Subsidiaries by notice of not more than sixty (60) days or without any termination payment or penalty, or any severance, retention, change in control or similar Contract; (xi) any Contract with an independent contractor or consultant, including any Software development agreements, that requires aggregate payments in excess of $150,000 on an annual basis; (xii) any collective bargaining agreement or other party thereto Contract with any labor organization, union or association or works council; (excluding indemnities contained in agreements for xiii) any Contract that grants any rights of first refusal, rights of first negotiation or other similar rights to any Person with respect to any material asset of the purchaseCompany and its Subsidiaries; (xiv) any Contract that relates to any material interest rate, derivatives or hedging transaction (including with respect to commodities); (xv) any Contract that relates to the acquisition or disposition of any business, capital stock or assets (whether by merger, sale of stock, sale of assets or otherwise), other than a Contract to purchase or license of products entered into technology, goods, services, or other assets in the Ordinary Course ordinary course of Businessbusiness, under which the Company or any of its Subsidiaries has any outstanding contingent or other obligations that are material to the Company and its Subsidiaries, taken as a whole; (xvi) any Contract that is a settlement or similar Contract with any Governmental Entity or any other Person or an order, judgment, writ, stipulation, award, injunction or decree of a Governmental Entity or arbitrator to which the Company or any of its Subsidiaries, or any of their respective assets or properties, is subject that is, in each case, material to the Company and its Subsidiaries, taken as a whole; (xvii) any Contract purporting to indemnify or hold harmless any director, officer or employee of the Company or any of its Subsidiaries (other than the Company Constituent Documents or organizational documents of the Company’s Subsidiaries); and (xxviii) any other agreement (or group Contract to which any holder of related agreements) either involving more than $5,000 five percent (5%) of the capital stock or not entered into other securities of the Company is a party or that is required to be disclosed by the Company pursuant to Item 404 of Regulation S-K under the Securities Act, other than Contracts related to the granting, vesting, exercise, issuance or delivery of equity-based awards under the Company Equity Plans and Contracts that are Company Plans. Each such Contract as described in this Section 3.15(a) or Section 3.18(c) or listed in Section 3.15(a) or Section 3.18(c) of the Ordinary Course of BusinessCompany Disclosure Letter, a “Material Contract”. (b) The Parent has delivered or True and complete copies of all Material Contracts of the Company, its Subsidiaries have been made available to Parent in the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing Data Room in accordance with all applicable Laws. For purposes of this Agreement, “Contract” means any note, bond, mortgage, indenture, contract, arrangement, undertaking, purchase order, bid, agreement, lease, license agreement or other instrument or obligation (whether written or oral), together with all amendments thereto. Each Material Contract is valid and binding on the terms thereof as in effect immediately prior to the Closing; Company and (iii) neither the Parent nor any Subsidiary noreach of its Subsidiaries party thereto and, to the knowledge of the ParentCompany, any other partyparty thereto, and is in breach full force and effect, except in each case for such failures to be valid and binding or violation ofto be in full force and effect that, individually or default underin the aggregate, any such agreementhave not had, and would not reasonably be expected to have, a Material Adverse Effect. Except as required or permitted by this Agreement after the date of this Agreement, the Company has not terminated, waived, amended, released or modified in any respect any provision of any standstill or similar agreement with respect to the Company or any Subsidiary of the Company to which it is currently or has, within the 12 months immediately preceding the date hereof, been a party. Except, individually or in the aggregate, as has not had, and would not reasonably be expected to have, a Material Adverse Effect, and there is no event has occurred, is pending default under any Contract by the Company or any of its Subsidiaries party thereto or, to the knowledge of the ParentCompany, is threatenedany other party thereto, which, after and no event has occurred that with the lapse of time or the giving of notice, with lapse of time, notice or otherwise, both would constitute a breach or default thereunder by the Parent Company or any Subsidiary of its Subsidiaries party thereto or, to the knowledge of the ParentCompany, any other party under such contractthereto.

Contracts. (ai) Section 3.16 3.01(i) of the Parent Disclosure Schedule lists Company Letter sets forth as of the date of this Agreement a complete and correct list of each of the following agreements (written or oral) Contracts to which the Company or its Subsidiaries are bound: (A) any “material contract” (as defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) with respect to the Company and its Subsidiaries (other than those Contracts required to be publicly filed with the SEC in accordance with Item 601(b)(10)(iii) of Regulation S-K promulgated by the SEC), taken as whole or any Contract that is of the type that would be required to be disclosed under Item 404(a) of Regulation S-K promulgated by the SEC under the Exchange Act; (B) any Contract that (1) materially limits the right or ability of the Company, any of its Subsidiaries or any affiliate of any of them to compete with any other person in any line of business or geographic region that is material to the Company and its Subsidiaries, taken as a whole (or that following the Effective Time would materially limit the right or the ability of Parent or its affiliates (other than the Company or any Subsidiary of its Subsidiaries) to engage in any line of business or compete in any geographic area), (2) prohibits the Company or any of its Subsidiaries from engaging in any business with any person or levying a material fine, charge or other payment for doing so, (3) obligates the Company or its Subsidiaries (or following the Effective Time, Parent or its Subsidiaries) to conduct business with any third party on a preferential or exclusive basis or which contains “most favored nation” rights or similar rights or (4) provides for a “sole source” or similar relationship or contains any provision that requires the purchase of all or substantially all of the Company’s or any of its Subsidiaries’ requirements from any third party, in the case of the foregoing clause (4), other than any such Contracts that are not material to the Company and its Subsidiaries, taken as a whole; (C) any Contract granting to any person an option or right of first refusal, right of first offer or similar preferential right to purchase, acquire, operate, sell, transfer, pledge or otherwise dispose of businesses or any material assets of the Company or any of its Subsidiaries; (D) any Contract relating to Indebtedness of the Company or any of its Subsidiaries having an outstanding principal amount in excess of $500,000 other than (1) accounts receivables and payables in the ordinary course of business, (2) loans to wholly owned Subsidiaries of the Company in the ordinary course of business and (3) extensions of credit to customers in the ordinary course of business; (E) any Contract to or by which the Company or any of its Subsidiaries is a party or bound providing for payments of royalties or revenue share payments to third parties with respect to any Intellectual Property in excess of $2,000,000 annually; (F) any Contract that is material to the Company and its Subsidiaries, taken as a whole, to or by which the Company or any of its Subsidiaries is a party or bound granting a third party any license, covenant-not-to-assert or other right with respect to, or materially restricting the Company’s or any of its Subsidiaries’ use, registration, or enforcement of, Intellectual Property, other than licenses for F▇▇▇; (G) any Contract that is material to the Company and its Subsidiaries, taken as a whole, pursuant to which the Company or any of its Subsidiaries has been granted any license, covenant-not-to-assert or other right with respect to Intellectual Property, other than licenses for generally commercially available off-the-shelf Software or F▇▇▇ (such licenses for F▇▇▇ including, for the avoidance of doubt, contribution agreements applicable to third-party contributions to any portions of the Company products licensed as F▇▇▇); (H) any partnership, joint venture, strategic alliance, profit sharing, stockholders agreement or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) that is material to the Company and its Subsidiaries, taken as a whole; (I) any Contract that is material to the Company and its Subsidiaries, taken as a whole, to or by which the Company or any of its Subsidiaries is a party or bound that is with any Governmental Entity or is otherwise a Company Government Contract; (J) any Contract to or by which the Company or any of its Subsidiaries is a party or bound providing for the payment, increase or vesting of any material benefits or compensation in connection with the Merger (other than (1) Company Stock Plans and equity-based awards granted thereunder, (2) Benefit Plans and (3) Benefit Agreements); (K) any Contract to or by which the Company or any of its Subsidiaries is a party or bound providing for the acquisition or disposition of any assets (other than obligations set forth in the capital expenditure budget set forth on Section 4.01(a)(vii) of the Company Letter or acquisitions or dispositions of inventory in the ordinary course of business) or business (whether by merger, sale of stock, sale of assets or otherwise) that contains indemnities or other contingent obligations (including “earnout” or other contingent payment obligations) outstanding as of the date of this Agreement that are material to the Company or any of its Subsidiaries, taken as a whole; (L) any Contract that limits or restricts the ability of any of the Company or its wholly owned Subsidiaries to make distributions or declare or pay dividends in respect of its capital stock or membership interests, as the case may be; (M) the primary relationship Contract between the Company or any of its Subsidiaries and each of the twenty (20) largest customers of the Company and its Subsidiaries (determined on the basis of annual recurring revenue reported by the Company or any of its Subsidiaries in the four (4) consecutive fiscal quarter period ended September 30, 2025 (each such customer, a “Major Customer,” and each such Contract, a “Major Customer Contract”)); (N) the ten (10) largest Contracts between the Company or any of its Subsidiaries and any suppliers of goods, services or personnel to the Company and its Subsidiaries (determined on the basis of amounts expensed by the Company or any of its Subsidiaries in the four (4) consecutive fiscal quarter period ended September 30, 2025 (each such licensor or other supplier, a “Major Supplier,” and each such Contract, a “Major Supplier Contract”)); (O) any Contract between the Company or any of its Subsidiaries with any supplier of goods and services to the Company and its Subsidiaries for use in the Company’s products or services that involves expenses incurred by the Company or its Subsidiaries to such supplier in excess of $2,000,000 per year (other than purchase orders); and (P) any Contract that is reasonably expected to result in the payment or receipt of more than $8,000,000 by the Company or any of its Subsidiaries during the Company’s current fiscal year or that obligates the Company or any of its Subsidiaries to maintain or guarantee capital levels of any entity. (Q) The Contracts of the Company or any of its Subsidiaries of the type referred to in clauses (A) through (P) of this subsection (i) are collectively referred to in this Agreement as “Material Contracts.” The Company has, subject to applicable Law and redaction of competitively sensitive information or personally identifiable information, made available to Parent a complete and correct copy (in all material respects) of each of the Material Contracts as of the date of this Agreement (it being acknowledged by Parent and Sub that each Material Contract filed by the Company with the SEC in the Filed SEC Documents shall be deemed to have been made available to Parent and Sub), including all material amendments or waivers thereto. Except for matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (1) each Material Contract is in full force and effect (except for those Contracts that have expired in accordance with their terms) and is a legal, valid and binding agreement of the Company or such Subsidiary, as the case may be, and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its terms, subject to the Bankruptcy Exceptions, (2) each of the Company and its Subsidiaries is not (with or without notice or lapse of time or both) in breach or default thereunder, and has not knowingly waived or failed to enforce any rights or benefits thereunder (other than in the ordinary course of business consistent with past practice), and, to the knowledge of the Company, no other party to any of the Material Contracts is (with or without notice or lapse of time or both) in breach in any material respect or default thereunder, (3) to the knowledge of the Company, as of the date of this Agreement: , there has occurred no event giving (iwith or without notice or lapse of time or both) to others any agreement (right of termination, material amendment or group cancelation of related agreementsany Material Contract except as provided in Section 3.01(d)(iv) for the lease of personal property from or to third parties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in which the Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Parent or any Affiliate thereof; Company Letter, and (viii4) any agreement under which to the consequences knowledge of a default or termination the Company, there are no circumstances existing as of the date of this Agreement that would reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring affect adversely the Parent ability of the Company or any Subsidiary of its Subsidiaries to indemnify perform its material obligations under any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of BusinessMaterial Contract. (bii) The Parent As of the date of this Agreement, none of the Major Customers or Major Suppliers has delivered terminated, failed to renew or made available requested in writing any material amendment to any of its Major Customer Contracts or Major Supplier Contracts, or any of its existing relationships (other than amendments in the ordinary course of business not adverse in any material respect to the Company or its Subsidiaries taken as a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legalwhole), valid, binding and enforceable and in full force and effect; (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 Parent nor any Subsidiary nor, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent Company or any Subsidiary or, to the knowledge of the Parent, any other party under such contractits Subsidiaries.

Contracts. (a) Section 3.16 Except (x) as filed as an exhibit to a Tag Report prior to the date of this Agreement, (y) for the Tag Benefit Plans, or (z) as set forth on ‎Section 5.17(a) of the Parent Tag Disclosure Schedule lists the following agreements (written or oral) to which the Parent or Letter, neither Tag nor any Tag Subsidiary is a party to or is bound by any Contract of the following type in effect as of the date of this Agreement:Agreement (it being understood that and any Contract or group of related Contracts with the same party or group of Affiliated parties shall be treated as a single Contract in determining the dollar value of such Contract(s) in relation to any dollar thresholds below) (each, a “Tag Material Contract”): (i) any agreement (Contract to which Tag or group any of related agreementsits Subsidiaries is a party that is required to be filed by Tag with the SEC pursuant to Item 601(b)(10) for of Regulation S-K promulgated under the lease of personal property from Exchange Act, excluding any such Contract that has expired or to third partiesbeen terminated or otherwise no longer in effect; (ii) other than Constituent Documents of wholly owned Tag Subsidiaries, any Contract that is a joint venture agreement, strategic partnership agreement, limited liability company operating agreement (and partnership agreements or group arrangements relating to the formation, creation, operation, management or control of related agreements) for the purchase any material partnership, strategic alliance or sale of products or for the furnishing or receipt of services (A) joint venture, to which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in which the Parent Tag or any Tag Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase is a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement establishing Contract that (A) restricts in any material respect the ability of Tag or any Tag Subsidiary to compete in any line of its business with any Person or anywhere in the world or during any period of time or (B) obligates Tag or any Tag Subsidiary to grant any “most favored nations” pricing provision or similar rights, and/or “exclusivity,” rights of first refusal or offer or any similar requirement or right in favor of any third party that would be material to the business of Tag and the Tag Subsidiaries, taken as a partnership or joint venturewhole; (iv) any agreement (Contract, other than Contracts with customers, suppliers, and dealers entered into in the ordinary course of business, that provides for payments to or group from Tag and the Tag Subsidiaries in excess of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible10,000,000 for the twelve-month period prior to the date hereof; (v) any agreement concerning confidentiality Contract under which Tag or noncompetitionany Tag Subsidiary is or may be liable for any Indebtedness in excess of $10,000,000; (vi) any employment Contract entered into in the five (5) year period prior to the date hereof that (A) relates to the acquisition (whether by merger, sale of equity interests, sale of assets, capital contribution or consulting agreementotherwise) by Tag or any Tag Subsidiary of any corporation, partnership or other business, or organization or division thereof, pursuant to which Tag or a Tag Subsidiary has any continuing material indemnification, guarantee, or other material contingent, deferred or fixed payment obligations or rights (including “earnouts” and other contingent or deferred consideration), (B) relates to the disposition (whether by merger, sale of equity interests, sale of assets, capital contribution or otherwise) by Tag or a Tag Subsidiary of any corporation, partnership or other business, or organization or division thereof, pursuant to which Tag or such Tag Subsidiary has any continuing material indemnification, guarantee, or other material contingent, deferred or fixed payment obligations or rights (including “earnouts” and other contingent or deferred consideration), or (C) contains a put, call, right of first refusal or similar right pursuant to which Tag or any Tag Subsidiary could be required to acquire or dispose of, as applicable, any of the foregoing; (vii) any agreement involving any officerContracts that are conciliation, director settlement or stockholder of the Parent similar agreements pursuant to which Tag or any Affiliate thereofTag Subsidiary is or will be required to (A) make payments in excess of $2,000,000 individually or $10,000,000 in aggregate, or (B) satisfy any material non-monetary obligation; (viii) any agreement under Contracts material to the operation of the business of Tag and the Tag Subsidiaries pursuant to which (A) any Person has licensed any Intellectual Property to Tag or any Tag Subsidiary or granted Tag or any Tag Subsidiary any covenant not to sue, excluding licenses with respect to commercially available software or technology, or (B) Tag or any Tag Subsidiary has granted any Person a license to use any Tag Owned Intellectual Property or a covenant not to sue with respect thereto other than licenses granted in the consequences ordinary course, including licenses granted in connection with the sale of a default any products or termination would reasonably be expected to have a Parent Material Adverse Effectservices; (ix) any agreement which contains Contracts that are with any provisions requiring the Parent Affiliate of Tag or any Tag Subsidiary to indemnify (other than any other party thereto (excluding indemnities contained in agreements for the purchasecontract, sale agreement or license of products entered into in the Ordinary Course of Businessinstrument between Tag or any Tag Subsidiary and Tag or another Tag Subsidiary); andor (x) any other agreement (or group Contract to enter into any of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Businessforegoing. (b) The Parent Except as has delivered not resulted in or made available would not reasonably be expected to result in a Material Adverse Effect on Tag, (a) subject to the Company Bankruptcy and Equity Exception, each Tag Material Contract is a complete valid and accurate copy binding agreement of each agreement listed in Section 3.16 Tag or a Tag Subsidiary, as the case may be, and, to the knowledge of Tag, the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement other parties thereto, and is legal, valid, binding and enforceable and in full force and effect; (iib) 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 Parent nor any Subsidiary nor, to the knowledge none of the ParentTag, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending Tag Subsidiary or, to the knowledge of the ParentTag, any other party thereto, is threatenedin default or breach in any respect under the terms of any such Tag Material Contract; (c) since January 1, 2024, neither Tag nor any Tag Subsidiary, as the case may be, has waived any right or relinquished any benefit under any such Tag Material Contract; and (d) no event has occurred, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent Tag or any Tag Subsidiary or, to the knowledge of the ParentTag, any other party under such contractTag Material Contract. True, correct and complete copies of each Tag Material Contract (including all modifications and amendments thereto and waivers thereunder) have been made available to Rolex.

Contracts. (ai) Section 3.16 3.01(h) of the Parent Disclosure Schedule lists Company Letter sets forth the following agreements (written or oral) to which the Parent or any Subsidiary is a party Contracts as of the date of this Agreement: (iA) any agreement (or group Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of related agreements) for the lease of personal property from or to third partiesRegulation S-K; (iiB) each Contract to or by which the Company or any agreement (of its Subsidiaries is a party providing for exclusive arrangement regarding, or group pursuant to which the Company or any of related agreements) for its Subsidiaries is restricted in any material way, or which after the purchase Effective Time could restrict Parent or sale any of its Subsidiaries in any material way, the development, manufacture, marketing or distribution of their respective products or for services, except as would not reasonably be expected to materially impair the furnishing or receipt manner in which the Company and its Subsidiaries operate the business as of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or date hereof; (C) in each Contract under which the Parent Company or any Subsidiary of its Subsidiaries has granted manufacturing rightsincurred any indebtedness, in each case having an aggregate principal amount in excess of $5,000,000; (D) each Contract to or by which the Company or any of its Subsidiaries is a party or bound (other than Benefit Plans and Benefit Agreements) containing any provisions contemplating or relating in any way to a “change in control” or similar event with respect to the Company or one or more of its Subsidiaries, including provisions requiring consent or approval of, or notice to, any Governmental Entity or other person in the event of a change in control of the Company or one or more of its Subsidiaries, or otherwise having the effect of providing that the consummation of the Merger or any of the other transactions contemplated by this Agreement or the execution, delivery or effectiveness of this Agreement will materially conflict with, result in a violation or breach of, or constitute a default (with or without notice or lapse of time or both) under, such Contract, except such contract for which any conflict, violation or breach would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect; (E) each Contract to or by which the Company or any of its Subsidiaries is a party or bound providing for payments of royalties, maintenance fees or other license fees to third parties in excess of $2,000,000 annually (excluding royalties or license fees for commercial “off-the-shelf” or shrink wrap software); (F) each Contract pursuant to which (i) the Company or any of its Subsidiaries is licensed or otherwise permitted by a third-party to use any Intellectual Property (other than “shrink wrap” or “click through” licenses), and (ii) a third-party is licensed or otherwise permitted to use any Intellectual Property owned by the Company or its Subsidiaries, in each case of (i) and (ii) that are material to the business of the Company and its Subsidiaries taken as a whole; (G) each Contract to or by which the Company or any of its Subsidiaries is a party or bound granting the other party to such Contract or a third party “most favored nation” pricing provisions or exclusive marketing terms that following the Effective Time, would apply to Parent or distribution rights relating to any products of its Subsidiaries other than the Surviving Corporation 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 partyits Subsidiaries; (iiiH) each material Contract containing any agreement establishing a partnership “non-solicitation”, “no-hire” or joint venture; (iv) any agreement (similar provision that would restrict the Company or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assetsSubsidiaries following the Effective Time, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Parent or any Affiliate thereof; (viii) any agreement under which the consequences of a default or termination except as would not reasonably be expected to have materially impair the manner in which the Company and its Subsidiaries operate their businesses, taken as a Parent Material Adverse Effectwhole, as of the date hereof; (ixI) any agreement each Contract to or by which contains any provisions requiring the Parent Company or any Subsidiary of its Subsidiaries is a party or bound for any joint venture (whether in partnership, limited liability company or other organizational form) or alliance or similar arrangement that is material to indemnify the Company; (J) each Contract to or by which the Company or any other of its Subsidiaries is a party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products bound entered into in the Ordinary Course last two years in connection with the settlement or other resolution of Business)any material suit, claim, action, investigation or proceeding under which the Company or any of its Subsidiaries currently has a payment or performance obligation that is not material other than any such settlement or resolution for an aggregate amount less than $5,000,000; (K) each Contract which has aggregate future sums due to or from the Company or any of its Subsidiaries, taken as a whole, (i) during the period commencing on the date of this Agreement and ending 12-months later, in excess of $10,000,000, except for sales of products in the ordinary course of business, or (ii) in aggregate more than $100,000,000 during the life of the Contract; and (xL) each Contract to or by which the Company or any other agreement (of its Subsidiaries is a party or group bound or with respect to which the Company or any of related agreements) either involving more than $5,000 its Subsidiaries, directly or not entered into indirectly, has any obligation with any labor union, works council or similar organization applicable to employees of the Company or any of its Subsidiaries, with a labor contractor, or third-party employer for which the Company or any of its Subsidiaries may have liability that in the Ordinary Course of Business. (b) The Parent has delivered or made available any such case is material to the Company a complete and accurate copy of each agreement listed in Section 3.16 operations of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding Company and enforceable and in full force and effect; (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 its Subsidiaries taken as in effect immediately prior to the Closing; and (iii) neither the Parent nor any Subsidiary nor, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent or any Subsidiary or, to the knowledge of the Parent, any other party under such contractwhole.

Contracts. (a) Section 3.16 of Except for (i) this Agreement or (ii) the Parent Disclosure Schedule lists Company Plans and Company Stock Plan (and any Restricted Stock Rights or Performance Shares granted under the following agreements (written or oral) to which the Parent or any Subsidiary is a party Company Stock Plan), as of the date of this Agreementhereof, no Company Party is party to or bound by any Contract that: (i) any agreement is a “material contract” (or group as such term is defined in Item 601(b)(10) of related agreements) for Regulation S-K of the lease of personal property from or to third partiesSEC); (ii) (1) purports to limit in any agreement (or group material respect either the type of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) business in which the Parent Company or any Subsidiary has granted manufacturing rightsof its subsidiaries or Joint Ventures (including those Contracts of the Company Parties that purport to so limit the Parent Parties after the Effective Time) or any of their respective Affiliates may engage or the manner or geographic area in which any of them may so engage in any business, (2) would require the disposition of any material assets or line of business of the Company or its subsidiaries or Joint Ventures (including those Contracts of the Company Parties that so require the Parent Parties after the Effective Time) or any of their respective Affiliates as a result of the consummation of the transactions contemplated by this Agreement, including the Merger, (3) is a material Contract that grants “most favored nation” pricing provisions status that, following the Effective Time, would impose obligations upon the Parent Parties (including the Company Parties), (4) prohibits or exclusive marketing limits, in any material respect, the right of the Company or distribution rights relating any of its subsidiaries or Joint Ventures (including those Contracts of the Company Parties that so prohibit or limit any Parent Party after the Effective Time) to make, sell or distribute any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed use, transfer, license or enforce any of their respective Intellectual Property rights, (5) is with a Governmental Entity (other than ordinary course Contracts with Governmental Entities), (6) grants any right of first refusal or right of first offer or similar right or that limits or purports to purchase goods limit the ability of the Company or services exclusively any of its subsidiaries or Joint Ventures (or, after the Effective Time, any Parent Party) to own, operate, lease, provide or receive services, or sell, transfer, pledge, or otherwise dispose of any material amount of its assets or its business, or (7) is approved by FERC as a special or nonconforming Contract or service agreement that deviates from a certain partystandard tariffs; (iii) any agreement establishing is a partnership partnership, joint venture or joint venturesimilar Contract that, in each case, is material to the Company and its subsidiaries taken as a whole; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed the Company or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible subsidiaries (A) is liable for indebtedness in excess of $50,000,000 or intangible(B) guarantees any indebtedness of a third party that is not a Company Party; (v) expressly limits or otherwise restricts the ability of the Company or any agreement concerning confidentiality of its subsidiaries to pay dividends or noncompetitionmake distributions to its shareholders; (vi) any employment by its terms calls for aggregate payments by or consulting agreementto the Company and its subsidiaries under such Contract of more than $50,000,000 over the remaining term of such Contract (other than (A) this Agreement, (B) Contracts subject to clause (iv) above, (C) Contracts for the transportation, transmission, processing, storage, purchase, exchange or sale of gas, coal, oil, nuclear fuel or electric energy, the obligations under which are subject to review by Governmental Entities regulating utilities in the jurisdictions in which the Company or its subsidiaries operate and (D) immaterial financial derivative interest rate ▇▇▇▇▇▇); (vii) relates to the pending acquisition or pending disposition of any agreement involving asset (including any officerentity or business whether by merger, director sale of stock, sale of assets or stockholder otherwise) for consideration in excess of the Parent or any Affiliate thereof;$50,000,000; or (viii) any agreement is a Company Collective Bargaining Agreement. Each Contract (i) set forth (or required to be set forth) in Section 3.8 of the Company Disclosure Schedule, (ii) filed as an exhibit to the Company SEC Reports as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under which the consequences of Securities Act, or (iii) disclosed by the Company on a default or termination would reasonably be expected to have Current Report on Form 8-K as a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto “material contract” (excluding indemnities contained in agreements for any Company Plan), is referred to herein as a “Company Material Contract”. Other than any Company Material Contract filed as an exhibit to the purchaseCompany SEC Reports prior to the date of this Agreement and other than this Agreement, sale or license the Company has made available to Parent a true, complete and correct copy of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Businesseach Company Material Contract. (b) The Parent has delivered or made available to Each of the Company Material Contracts is a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, validvalid and binding obligation of, binding and enforceable and in full force and effect; (ii) against, 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 Parent nor any Subsidiary norCompany Party that is a party thereto and, to the knowledge of the ParentCompany, any each other partyparty thereto, and is in breach full force and effect in accordance with its terms, subject to the Bankruptcy and Equity Exception, except (i) to the extent that any Company Material Contract expires or violation of, or default under, any such agreementterminates in accordance with its terms in the ordinary course of business consistent with past practice, and no (ii) for such failures to be legal, valid and binding or to be in full force and effect that do not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (c) No event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of noticeoccurred that, with lapse notice or the passage of time, or otherwiseboth, would constitute a breach or default by the Parent Company or any Subsidiary orof its subsidiaries under any such Company Material Contract, and, to the knowledge of the ParentCompany, any no other party to any Company Material Contract is in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under any Company Material Contract, except in each case where such contractviolation, breach, default or event of default does not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Contracts. (a) Section 3.16 3.11(a) of the Parent Company Disclosure Schedule lists the following agreements (written or oral) to which the Parent or any Subsidiary is sets forth a party complete and accurate list as of the date of this Agreement:Agreement of all of the Contracts in the following categories to which the Company is a party (each a “Scheduled Contract” and collectively, the “Scheduled Contracts”): (i) any agreement (license agreements or group of related royalty agreements) for , whether the lease of personal property from Company is the licensor or to third partieslicensee thereunder; (ii) any agreement non-disclosure agreements (whether the Company is the beneficiary or group the obligated party thereunder); (iii) Contracts or commitments (including groups of related Contracts or commitments) involving future expenditures or Liabilities, actual or potential, in excess of $25,000 after the date hereof; (iv) employment contracts, consulting contracts, severance agreements, “stay-bonus” agreements and similar arrangements, including Contracts (A) to employ or terminate executive officers or other personnel and other contracts with present or former officers or directors of the Company or (B) that will result in the payment by, or the creation of any Liability of the Company or Buyer to pay any severance, termination, “golden parachute”, or other similar payments to any present or former personnel following termination of employment or otherwise as a result of the consummation of the transactions contemplated by this Agreement; (v) indemnification agreements; (vi) promissory notes, loans, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments or agreements relating to an obligation to repay borrowed mone y, whether the Company shall be the borrower, lender or guarantor thereunder (excluding credit provided by the Company in the ordinary course of business to purchasers of its products and obligations to pay vendors in the ordinary course of business and consistent with past practice); (vii) Contracts containing covenants limiting the freedom of the Company or any officer, director, Employee or Affiliate of the Company to engage in any line of business or compete with any Person that relates directly or indirectly to the Business; (viii) any Contract with the federal, state or local government or any agency or department thereof; (ix) any Contract with a Related Party; (x) Leases of real or personal property (including groups of related Leases) involving annual payments of more than $25,000; (xi) Contracts or commitments (including groups of related Contracts or commitments) for the purchase or sale of products raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services (A) services, the performance of which calls for performance will extend over a period of more than one yearsix months from the date of this Agreement, (B) which involves more than result in a loss to the sum Company, or involve consideration in excess of $5,000, or (C) in which the Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party25,000; (iiixii) any agreement establishing Contracts or commitments concerning a partnership or joint venture; (ivxiii) any agreement (or group Contract not made in the ordinary course of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible;business; and (vxiv) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Parent or any Affiliate thereof; (viii) any agreement other Contract under which the consequences of a default by any party or termination would reasonably be expected to have have, individually or in the aggregate, a Parent Company Material Adverse Effect; (ix. Complete and accurate copies of all of the Scheduled Contracts, including all amendments and supplements thereto, have been provided to Buyer. Except as set forth on Section 3.11(a) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Business. (b) The Parent has delivered or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect , the Company is not a party to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (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 Parent nor any Subsidiary nor, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent or any Subsidiary or, to the knowledge of the Parent, any other party under such contractoral Contract.

Contracts. (a) Section 3.16 3.15 of the Parent Company Disclosure Schedule Letter lists each of the following agreements (written or oral) types of Contracts to which the Parent Company or any Subsidiary of its Subsidiaries is a party or by which any of their respective properties or assets is bound as of the date of this Agreementhereof: (i) any agreement (Contract that would be required to be filed by Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or group of related agreements) for the lease of personal property from or to third partiesdisclosed by Company on a Current Report on Form 8-K; (ii) any Contract that contains any noncompetition or exclusive dealing agreements or other agreement (or group obligation that purports to materially limit or restrict in any respect the ability of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in which the Parent Company or any Subsidiary has granted manufacturing rightsof its Subsidiaries (or, “most favored nation” pricing provisions following the consummation of the transactions contemplated by this Agreement, would limit the ability of Purchaser or exclusive marketing any of their Subsidiaries, including Surviving Corporation) to compete in any line of business that is material to Company or distribution rights relating to Purchaser or with any products Person or territory in any geographic area (other than as may be required by Law or has agreed to purchase a minimum quantity any Governmental Entity) or which grants any right of goods first refusal, right of first offer or services or has agreed to purchase goods or services exclusively from a certain partysimilar right; (iii) any agreement establishing Contract for, with respect to, or that contemplates, a partnership possible merger, consolidation, reorganization, recapitalization or joint ventureother business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to it or any of its Subsidiaries or any Contract which relates to a merger, consolidation, reorganization, recapitalization or other business combination, or asset sale or sale of equity securities and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect; (iv) any agreement (Contract relating to the borrowing of money by it or group of related agreements) under which any its Subsidiaries or the guarantee by it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assetsSubsidiaries of any such obligation of a third party (other than deposit liabilities and FHLB borrowings, tangible or intangibleContracts pertaining to fully-secured repurchase agreements and Contracts relating to endorsements for payment, guarantees and letters of credit made in the ordinary course of business consistent with past practice), including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (v) any agreement concerning confidentiality Contract that involves expenditures or noncompetitionreceipts of it or any of its Subsidiaries in excess of $1,000,000 per year (other than pursuant to Loans (as defined in Section 3.25) originated or purchased by Company and its Subsidiaries in the ordinary course of business consistent with past practice); (vi) any Contract (other than a Company Plan) with respect to the employment or consulting agreementcompensation of any officers or directors; (vii) any agreement involving any officer, director Contract containing a “most favored nation” clause or stockholder of other similar term providing preferential pricing or treatment to a party (other than Company or its Subsidiaries) that is material to the Parent Company or any Affiliate thereof;its Subsidiaries; and (viii) any Contract relating to a joint venture, partnership, limited liability company agreement under or other similar agreement or arrangement, or relating to the formation, creation or operation, management or control of any partnership or joint venture, in each case, with any third parties, or any Contract which limits payments of dividends. Each Contract of the consequences of a default or termination would reasonably be expected to have a Parent Material Adverse Effect; type described in clauses (i) through (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary is referred to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Businessherein as a “Company Material Contract.” (b) The Parent has delivered or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) Each Company Material Contract is valid and binding on Company and any of its Subsidiaries to the agreement extent such Subsidiary is legala party thereto, as applicable, and to the knowledge of Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except to the extent that validity and enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity or by principles of public policy and except where the failure to be valid, binding and binding, enforceable and in full force and effect, individually or in the aggregate, has not had a Company Material Adverse Effect; and (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 Parent nor there is no default under any Subsidiary nor, to the knowledge Company Material Contract by Company or any of the Parent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending its Subsidiaries or, to the knowledge of the ParentCompany, is threatenedany other party thereto, whichand no event or condition has occurred that constitutes, or, after the giving of notice, with notice or lapse of time, time or otherwiseboth, would constitute constitute, a breach or default by on the Parent part of Company or any Subsidiary of its Subsidiaries or, to the knowledge of the ParentCompany, any other party thereto under any such contractCompany Material Contract, nor has Company or any of its Subsidiaries received any written notice of any such default, event or condition, or of any termination or non-renewal of any Company Material Contract, except where any such default, event or condition, or any such termination or non-renewal, individually or in the aggregate, has not had a Company Material Adverse Effect. Company has made available to Purchaser true and complete copies of all Company Material Contracts, including any amendments thereto.

Contracts. (a) Section 3.16 4.14 of the Parent Purchaser Disclosure Schedule Letter lists each of the following agreements (written or oral) types of Contracts to which the Parent Purchaser or any Subsidiary of its Subsidiaries is a party or by which any of their respective properties or assets is bound as of the date of this Agreementhereof: (i) any agreement (Contract that would be required to be filed by Purchaser as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or group of related agreements) for the lease of personal property from or to third partiesdisclosed by Purchaser on a Current Report on Form 8-K; (ii) any agreement (or group Contract that materially limits the ability of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in which the Parent Purchaser or any Subsidiary has granted manufacturing rightsof its Subsidiaries (or, “most favored nation” pricing provisions following the consummation of the transactions contemplated by this Agreement, would limit the ability of Purchaser or exclusive marketing any of their Subsidiaries, including Surviving Corporation) to compete in any material line of business or distribution rights relating with any Person or in any geographic area (other than as may be required by Law or any Governmental Entity) or which grants any right of first refusal, right of first offer or similar right or that limits or purports to limit the ability of Purchaser or any products of its Subsidiaries (or, following consummation of the transactions contemplated hereby, Surviving Corporation) to own, operate, sell, transfer, pledge or territory otherwise dispose of any assets or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partybusiness; (iii) any agreement establishing Contract for, with respect to, or that contemplates, a partnership possible merger, consolidation, reorganization, recapitalization or joint ventureother business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to it or any of its Subsidiaries or any Contract which relates to a merger, consolidation, reorganization, recapitalization or other business combination, or asset sale or sale of equity securities and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect; (iv) any agreement (Contract relating to the borrowing of money by it or group of related agreements) under which any its Subsidiaries or the guarantee by it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assetsSubsidiaries of any such obligation of a third party (other than deposit liabilities and FHLB borrowings, tangible or intangible;Contracts pertaining to fully-secured repurchase agreements and Contracts relating to endorsements for payment, guarantees and letters of credit made in the ordinary course of business consistent with past practice), including any sale and leaseback transactions, capitalized leases and other similar financing transactions; and (v) any Contract relating to a joint venture, partnership, limited liability company agreement concerning confidentiality or noncompetition; (vi) other similar agreement or arrangement, or relating to the formation, creation or operation, management or control of any employment partnership or consulting agreement; (vii) joint venture, in each case, with any agreement involving third parties, or any officer, director or stockholder Contract which limits payments of dividends. Each Contract of the Parent or any Affiliate thereof; type described in clauses (viiii) any agreement under which the consequences of through (v) is referred to herein as a default or termination would reasonably be expected to have a Parent “Purchaser Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of BusinessContract.” (b) The Parent has delivered or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) Each Purchaser Material Contract is valid and binding on Purchaser and any of its Subsidiaries to the agreement extent such Subsidiary is legala party thereto, as applicable, and to the knowledge of Purchaser, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except to the extent that validity and enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity or by principles of public policy and except where the failure to be valid, binding and binding, enforceable and in full force and effect, individually or in the aggregate, has not had a Purchaser Material Adverse Effect; and (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 Parent nor there is no default under any Subsidiary nor, to the knowledge Purchaser Material Contract by Purchaser or any of the Parent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending its Subsidiaries or, to the knowledge of the ParentPurchaser, is threatenedany other party thereto, whichand no event or condition has occurred that constitutes, or, after the giving of notice, with notice or lapse of time, time or otherwiseboth, would constitute constitute, a breach or default by on the Parent part of Purchaser or any Subsidiary of its Subsidiaries or, to the knowledge of the ParentPurchaser, any other party thereto under any such contractPurchaser Material Contract, nor has Purchaser or any of its Subsidiaries received any written notice of any such default, event or condition, or of any termination or non-renewal of any Purchaser Material Contract, except where any such default, event or condition, or any such termination or non-renewal, individually or in the aggregate, has not had a Purchaser Material Adverse Effect. Purchaser has made available to Company a true and complete copy of any Purchaser Material Contracts, including any amendments thereto, to the extent requested by Company.

Contracts. (a) Section 3.16 3.13(a) of the Parent Company Disclosure Schedule lists sets forth, as of the following agreements (written or oral) date hereof, a true and complete list of each Contract to which the Parent Company or any Company Subsidiary is a party as or which binds or affects their respective properties or assets, and which falls within any of the date of this Agreementfollowing categories: (i) any agreement (joint venture, partnership, strategic alliance, limited liability or group other similar Contract related to the formation, creation, operation, management or control of related agreements) for any partnership, limited liability company or joint venture in which the lease of personal property from Company or to third partiesany Company Subsidiary owns any interest; (ii) any agreement (that involves future expenditures or group of related agreements) for receipts by the purchase Company or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period any Company Subsidiary of more than $3,000,000 in any one year, (B) which involves more year period that cannot be terminated on less than the sum of $5,000, 90 days’ notice without material payment or (C) in which the Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partypenalty; (iii) any agreement establishing a partnership Contract that grants any right of first refusal or joint ventureright of first offer or that limits the ability of the Company, any Company Subsidiary, or any of their respective affiliates (including the Parent and its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesses; (iv) any agreement (Contract that limits the freedom of the Company or group any Company Subsidiary and/or their respective affiliates, and that would bind the Parent or its affiliates after the Effective Time so as to similarly limit its or their freedom, to engage in any line of related agreements) under which it business, solicit or hire any Person, compete with any Person or purchase, sell, supply or distribute any product, or service or that otherwise has createdthe effect of restricting the Company, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness its Subsidiaries and their respective affiliates (including capitalized lease obligationsParent and its affiliates after the Effective Time) involving more than $5,000 from the development, manufacture, marketing or under which it has imposed (or may impose) a Security Interest on distribution of products and services, in each case, in any of its assets, tangible or intangiblegeographic area; (v) any agreement concerning confidentiality (i) Contract that contains any (A) exclusivity rights or noncompetition(B) “most favored nations” provisions that would reasonably be expected to materially impair the business of the Company or its affiliates after the Closing, including the Parent or its affiliates after the Effective Time, or (ii) supply Contract with respect to air or hotel or payment processing Contract in either case that, to the Knowledge of the Company, contains any minimum use, supply or display requirements, in any such case binding the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the Effective Time); (vi) any employment Contract involving derivative financial instruments or consulting agreementarrangements (including swaps, caps, floors, futures, forward contracts, option agreements) with a notional value in excess of $1,000,000; (vii) any agreement involving any officer, director or stockholder of Contract that obligates the Parent Company or any Affiliate thereofCompany Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $2,000,000; (viii) any agreement under acquisition Contract that contains “earn-out” provisions or other contingent payment obligations that could reasonably be expected to result in future payments by the Company or a Company Subsidiary in excess of $2,000,000; (ix) any Contract relating to Indebtedness in excess of $1,000,000; (x) (a) with respect to any Person that is one of the top 10 customers of the Company’s Orbitz Partner Network business line as measured by total revenue for the fiscal year ending December 31, 2014, any Contract with such Person related to such business line; (b) with respect to any Person that is one of the top 10 customers of the Company’s Orbitz For Business business line, as measured by total revenue for the fiscal year ending December 31, 2014, any Contract with such Person related to such business line; (c) with respect to any Person that is one of the top 10 vendors of the Company’s air business line, as measured by number of tickets booked in the fiscal year ending December 31, 2014, any Contract with such Person related to such business line; (d) with respect to any Person that is one of the top 10 vendors of the Company’s hotel business line, as measured by net booking amount (net of cancellations) for check-in dates during the fiscal year ending December 31, 2014, any Contract with such Person related to such business line; or (e) with respect to any Person that is one of the top 10 vendors of the Company’s car business line, as measured by gross bookings in the fiscal year ending December 31, 2014, any Contract with such Person related to such business line; (xi) any Contract for the provision of global distribution services; (xii) any lease or sublease with respect to the Leased Real Property; (xiii) any Contract pursuant to which the consequences Company or any Company Subsidiary licenses (in or out) Intellectual Property that is material to the conduct of the Company’s and the Company Subsidiaries’ business as currently conducted except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard form licenses granted to customers by the Company or its Subsidiaries in the ordinary course of business consistent with past practice; and (xiv) any settlement agreement or similar Contract imposing material operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the Effective Time); (xv) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). (b) Each Contract of the type described in this Section 3.13(a) is referred to herein as a default “Company Material Contract.” True and complete copies of each Company Material Contract in effect as of the date hereof has been made available to Merger Sub (including pursuant to agreed-upon procedures to protect competitively sensitive information) or termination publicly filed with the SEC. (c) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Business. (b) The Parent has delivered or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement each Company Material Contract is legal, valid, binding a legally valid and enforceable obligation of the Company or the Company Subsidiary party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency or similar Laws affecting creditors’ rights generally and in full force and effectsubject, as to enforceability, to general principles of equity; (ii) the agreement will continue to be legal, valid, binding and enforceable and each Company Material Contract is 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 Parent nor any Subsidiary nor, to the knowledge Knowledge of the Parent, Company none of the Company or any Company Subsidiary or any other partyparty thereto, is in breach or violation of, default under any Company Material Contract to which it is a party or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent which it or any Subsidiary or, to the knowledge of the Parent, any other party under such contractits properties or assets is bound or affected.

Contracts. (a) Section 3.16 Except (x) as filed as an exhibit to a Rolex Report prior to the date of this Agreement, (y) for the Rolex Benefit Plans, or (z) as set forth on ‎Section 4.17(a) of the Parent Rolex Disclosure Schedule lists the following agreements (written or oral) to which the Parent or Letter, neither Rolex nor any Rolex Subsidiary is a party to or is bound by any Contract of the following type in effect as of the date of this Agreement:Agreement (it being understood that and any Contract or group of related Contracts with the same party or group of Affiliated parties shall be treated as a single Contract in determining the dollar value of such Contract(s) in relation to any dollar thresholds below) (each, a “Rolex Material Contract”): (i) any agreement (Contract to which Rolex or group any of related agreementsits Subsidiaries is a party that is required to be filed by Rolex with the SEC pursuant to Item 601(b)(10) for of Regulation S-K promulgated under the lease of personal property from Exchange Act, excluding any such Contract that has expired or to third partiesbeen terminated or otherwise no longer in effect; (ii) other than Constituent Documents of wholly owned Rolex Subsidiaries, any Contract that is a joint venture agreement, strategic partnership agreement, limited liability company operating agreement (and partnership agreements or group arrangements relating to the formation, creation, operation, management or control of related agreements) for the purchase any material partnership, strategic alliance or sale of products or for the furnishing or receipt of services (A) joint venture, to which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in which the Parent Rolex or any Rolex Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase is a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement establishing Contract that (A) restricts in any material respect the ability of Rolex or any Rolex Subsidiary to compete in any line of its business with any Person or anywhere in the world or during any period of time or (B) obligates Rolex or any Rolex Subsidiary to grant any “most favored nations” pricing provision or similar rights, and/or “exclusivity,” rights of first refusal or offer or any similar requirement or right in favor of any third party that would be material to the business of Rolex and the Rolex Subsidiaries, taken as a partnership or joint venturewhole; (iv) any agreement (Contract, other than Contracts with customers, suppliers, and dealers entered into in the ordinary course of business, that has generated payments to or group from Rolex and the Rolex Subsidiaries in excess of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible10,000,000 for the twelve-month period prior to the date hereof; (v) any agreement concerning confidentiality Contract under which Rolex or noncompetitionany Rolex Subsidiary is or may be liable for any Indebtedness in excess of $10,000,000; (vi) any employment Contract entered into in the five (5) year period prior to the date hereof that (A) relates to the acquisition (whether by merger, sale of equity interests, sale of assets, capital contribution or consulting agreementotherwise) by Rolex or any Rolex Subsidiary of any corporation, partnership or other business, or organization or division thereof, pursuant to which Rolex or a Rolex Subsidiary has any continuing material indemnification, guarantee, or other material contingent, deferred or fixed payment obligations or rights (including “earnouts” and other contingent or deferred consideration), (B) relates to the disposition (whether by merger, sale of equity interests, sale of assets, capital contribution or otherwise) by Rolex or a Rolex Subsidiary of any corporation, partnership or other business, or organization or division thereof, pursuant to which Rolex or such Rolex Subsidiary has any continuing material indemnification, guarantee, or other material contingent, deferred or fixed payment obligations or rights (including “earnouts” and other contingent or deferred consideration), or (C) contains a put, call, right of first refusal or similar right pursuant to which Rolex or any Rolex Subsidiary could be required to acquire or dispose of, as applicable, any of the foregoing; (vii) any agreement involving any officerContracts that are conciliation, director settlement or stockholder of the Parent similar agreements pursuant to which Rolex or any Affiliate thereofRolex Subsidiary is or will be required to (A) make payments in excess of $2,000,000 individually or $10,000,000 in aggregate, or (B) satisfy any material non-monetary obligation; (viii) any agreement under Contracts material to the operation of the business of Rolex and the Rolex Subsidiaries pursuant to which (A) any Person has licensed any Intellectual Property to Rolex or any Rolex Subsidiary or granted Rolex or any Rolex Subsidiary any covenant not to sue, excluding licenses with respect to commercially available software or technology, or (B) Rolex or any Rolex Subsidiary has granted any Person a license to use any Rolex Owned Intellectual Property or a covenant not to sue with respect thereto other than licenses granted in the consequences ordinary course, including licenses granted in connection with the sale of a default any products or termination would reasonably be expected to have a Parent Material Adverse Effectservices; (ix) any agreement which contains Contracts that are with any provisions requiring the Parent Affiliate of Rolex or any Rolex Subsidiary to indemnify (other than any other party thereto (excluding indemnities contained in agreements for the purchasecontract, sale agreement or license of products entered into in the Ordinary Course of Businessinstrument between Rolex or any Rolex Subsidiary and Rolex or another Rolex Subsidiary); andor (x) any other agreement (or group Contract to enter into any of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Businessforegoing. (b) The Parent Except as has delivered not resulted in or made available would not reasonably be expected to result in a Material Adverse Effect on Rolex, (a) subject to the Company Bankruptcy and Equity Exception, each Rolex Material Contract is a complete valid and accurate copy binding agreement of each agreement listed in Section 3.16 Rolex or a Rolex Subsidiary, as the case may be, and, to the knowledge of Rolex, the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement other parties thereto, and is legal, valid, binding and enforceable and in full force and effect; (iib) 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 Parent nor any Subsidiary nor, to the knowledge none of the ParentRolex, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending Rolex Subsidiary or, to the knowledge of the ParentRolex, any other party thereto, is threatenedin default or breach in any respect under the terms of any such Rolex Material Contract; (c) since January 1, 2024, neither Rolex nor any Rolex Subsidiary, as the case may be, has waived any right or relinquished any benefit under any such Rolex Material Contract; and (d) no event has occurred, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent Rolex or any Rolex Subsidiary or, to the knowledge of the ParentRolex, any other party under such contractRolex Material Contract. True, correct and complete copies of each Rolex Material Contract (including all modifications and amendments thereto and waivers thereunder) have been made available to Tag.

Contracts. (a) Except for Contracts filed as exhibits to the Filed Company SEC Documents, Section 3.16 3.11(a) of the Company Disclosure Letter sets forth a correct and complete list, and the Company has made available to Parent Disclosure Schedule lists correct and complete copies, of all Contracts (including all material amendments, modifications, extensions or renewals with respect thereto, but excluding all names, terms and conditions that have been redacted in compliance with the following agreements (written terms of each such Contract or oralwith applicable Legal Requirements governing the sharing of information) to which the Parent Company or any Company Subsidiary is a party as of the date of this Agreement:Agreement (collectively, the “Company Contracts”): (i) required to be filed as an exhibit to any agreement (or group report of related agreementsthe Company filed pursuant to the Exchange Act of the type described in Item 601(b) for of Regulation S-K promulgated by the lease of personal property from or to third partiesSEC; (ii) any agreement (or group that contain a covenant restricting the ability of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in which the Parent Company or any Company Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions to compete in any business or exclusive marketing with any Person or distribution rights relating to in 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 partygeographic area; (iii) with any agreement establishing a partnership or joint ventureAffiliate of the Company; (iv) which primarily relates to (A) the granting to the Company or any agreement (Company Subsidiary of any IP License in or group to any Company Intellectual Property owned by a third party, with annual license fees of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 50,000, or under which it has imposed (B) the granting by the Company or may impose) any Company Subsidiary to a Security Interest on third party of any IP License in or to any Company Intellectual Property, with annual license fees of its assetsmore than $25,000, tangible excluding “click-wrap” or intangible“shrink-wrap” agreements, agreements contained in or pertaining to “off-the-shelf” Software, or the terms of use or service for any web site; (v) relating to any agreement concerning confidentiality material joint venture, partnership or noncompetitionother similar arrangement involving co-investment, collaboration or partnering with a third party; (vi) any employment or consulting agreementwith a Governmental Entity (other than ordinary course Contracts with Governmental Entities as a customer); (vii) pursuant to which any agreement involving any officer, director or stockholder Indebtedness of the Parent Company or any Affiliate thereofCompany Subsidiary is outstanding or may be incurred or pursuant to which the Company or any Company Subsidiary has guaranteed any Indebtedness of any other Person (other than the Company or any Company Subsidiary and excluding Company trade payables arising in the ordinary course of business); (viii) any agreement under pursuant to which the consequences of a default Company, any Company Subsidiary or termination would reasonably be expected any other party thereto has continuing obligations, rights or interests relating to have a Parent Material Adverse Effect;the research, development, clinical trial, distribution, supply, manufacture, marketing or co-promotion of, or collaboration with respect to, any product or product candidate for which the Company or any Company Subsidiary is currently engaged in research or development, including manufacture or supply services or Contracts with contract research organizations for clinical trials-related services; and (ix) which are to any agreement which contains extent executory and relate to (A) the disposition or acquisition of any provisions requiring the Parent material assets or any Subsidiary to indemnify any properties, other party thereto (excluding indemnities contained in agreements for the purchase, sale than dispositions or license of products entered into acquisitions in the Ordinary Course ordinary course of Business); and business, or (xB) any merger or other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Businessbusiness combination transaction. (b) The Parent has delivered or made available Each Company Contract is valid and binding on the Company and each Company Subsidiary which is party thereto and, to the Company a complete and accurate copy of each agreement listed in Section 3.16 Knowledge of the Parent Disclosure Schedule. With respect to Company, each agreement so listed: (i) the agreement other party thereto, and is legal, valid, binding and enforceable and in full force and effect; (ii) , and the agreement will continue Company and each Company Subsidiary has performed all obligations required to be legal, valid, binding and enforceable and in full force and effect immediately following performed by it before the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Parent nor any Subsidiary nordate hereof under each Company Contract and, to the knowledge Knowledge of the ParentCompany, each other party to each Company Contract has performed all obligations required to be performed by it before the date hereof under such Company Contract, except for such failures to be in compliance as would not, individually or in the aggregate, reasonably be expected to result in a material breach thereof. (c) The Company has not received or enjoyed any benefit, inducement or incentive from any Governmental Entity which will, as a result of this Agreement or the Transactions or the sale of the Real Estate or the cessation of the Company’s business operations in the geographic area where they are currently conducted or the termination of all or substantially all Company employees, result in any clawback, recapture, recoupment, repayment obligation, penalty, Tax or other party, is such liability. (d) The redacted provisions of the copy of the Merck Agreement which has been provided to Parent for review in breach or violation of, or default under, such redacted form do not include any such agreement, and no event has occurred, is pending or, term which would result in a material reduction of the benefits provided by the Merck Agreement to the knowledge Company or Parent from the terms in the unredacted provisions of the Parent, is threatened, which, after Merck Agreement and described in the giving Summary of notice, with lapse of time, or otherwise, would constitute a breach or default by Merck Financial Related Information furnished to Parent on the Parent or any Subsidiary or, to the knowledge of the Parent, any other party under such contractdate hereof.

Contracts. (a) Section 3.16 2.16 of the Parent Company Disclosure Schedule Letter lists each Contract of the following agreements (written or oral) types to which the Parent Company or any Subsidiary of its Subsidiaries is a party or by which any of their respective properties or assets is bound as of the date of this Agreement: (i) any agreement (Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or group of related agreements) for disclosed by the lease of personal property from or to third partiesCompany on a Current Report on Form 6-K; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services Contract (A) which calls for performance over a period that limits the ability of more than one yearthe Company or any of its Subsidiaries (or, following the consummation of the Offer and the other transactions contemplated by this Agreement, would limit the ability of Parent or any of its Subsidiaries) to compete in any line of business or with any Person or in any geographic area, (B) which involves more than that restricts the sum right of $5,000the Company or any of its Subsidiaries (or, following the consummation of the Offer and the other transactions contemplated by this Agreement, that would limit the ability of Parent or any of its Subsidiaries) to use the Company Intellectual Property or to sell to or purchase from any Person or to hire any Person, (C) in which the Parent or that contains any Subsidiary has granted manufacturing rights, “most favored nation”, “right of first offer”, “right of first access”, “right of first look” pricing provisions or exclusive marketing “right of first refusal” terms and conditions (including with respect to pricing) or distribution otherwise contains any type of special discount rights relating granted by the Company or any of its Subsidiaries, or (D) that contains any exclusivity obligations or restrictions or otherwise limits the freedom or right of the Company or any of its Subsidiaries to sell, distribute, license or manufacture any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed any technology or other assets to purchase goods or services exclusively from a certain partyfor any other Person; (iii) any agreement establishing a partnership Contract that prohibits the payment of dividends or joint venturedistributions in respect of the capital stock of the Company or any of its Subsidiaries, the pledging of the capital stock or other equity interests of the Company or any of its Subsidiaries or prohibits the issuance of any guaranty by the Company or any of its Subsidiaries; (iv) each Contract for any agreement (joint venture, partnership, strategic alliance, collaboration, joint development, joint commercialization, material research or group of related agreements) under which it has createddevelopment project or similar arrangement, incurredexcluding, assumed or guaranteed (or may createin each case, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Parent or any Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in material transfer agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business; (v) any shareholders’, investor rights, registration rights, tax receivables or similar or related Contract or arrangement, or any Contract or arrangement relating to the exercise of any voting rights in respect of securities of the Company; (vi) any Contract relating to Indebtedness and having an outstanding principal amount in excess of $300,000; (vii) any Contract entered into since January 1, 2022 that relates to the acquisition or disposition of any material business, a material amount of stock or assets of any Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); and; (viii) any Contract that by its terms calls for or otherwise may require royalties, milestone payments or similar payments, including upon the achievement of regulatory or commercial milestones, by the Company or any of its Subsidiaries under such Contract; (ix) any Contract pursuant to which the Company or any of its Subsidiaries has continuing “earn-out” or other contingent payment obligations, in each case that could result in payments in excess of $300,000; (x) any Contract that obligates the Company or any of its Subsidiaries to make any capital commitment, loan or similar expenditure; (xi) any Contract with any Governmental Entity; (xii) any Contract with a Top Supplier or involved in the supply or manufacturing of any Product; (xiii) any Contract (1) that relates to the research, testing, clinical trial, development, commercialization, manufacture, marketing, importation, exportation, sale, distribution, supply or license of any Product, including Contracts with contract manufacturing organizations or contract research organizations, or (2) under which clinical, pre-clinical or non-clinical data relating to any Product is or may be generated, and in each case that is material to the Company’s business; (xiv) any Contract that requires a consent to or otherwise contains a provision relating to a “change in control,” or that would prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (xv) each lease, sublease or other agreement under which the Company or any of its Subsidiaries leases, subleases or licenses any real property (whether as lessor or lessee); (xvi) each Contract (1) relating to the employment of, or the performance of services by, any Service Provider reasonably expected to receive payments in excess of $250,000 per annum, (2) the terms of which obligate or may in the future obligate the Company or any of its Subsidiaries to make any severance, termination or similar payment to any current or former employee in excess of $250,000 per annum, (3) pursuant to which the Company or any of its Subsidiaries may be obligated to make any bonus or similar payment to any current or former employee or director in excess of $100,000, or (4) that provides for indemnification (or group reimbursement or advancement of related agreementslegal fees or expenses) either involving more than $5,000 of any current or not entered into in former officer, director or employee of the Ordinary Course Company or any of Business.its Subsidiaries; (bxvii) The Parent has delivered each Contract not otherwise disclosed pursuant to this ‎Section 2.16 requiring or made available otherwise involving the potential payment by or to the Company a complete or any of its Subsidiaries of more than an aggregate of $300,000 per annum and accurate copy that is not terminable without penalty by the Company or any of its Subsidiaries on less than 90 days’ notice; and (xviii) each agreement listed in Section 3.16 IP Contract. Each contract of the Parent Disclosure Schedule. With respect type described in clauses ‎(i) through ‎(xviii) is referred to each agreement so listed: herein as a “Material Contract.” (i) Each Material Contract is valid and binding on the agreement Company and any of its Subsidiaries, as applicable, and to the knowledge of the Company, each other party thereto, and is legal, valid, binding and enforceable and in full force and effecteffect and enforceable in accordance with its terms; (ii) the agreement will continue to be legalCompany and each of its Subsidiaries, 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 Parent nor any Subsidiary norand, to the knowledge of the ParentCompany, each other party thereto, has performed all material obligations required to be performed by it under each Material Contract; and (iii) there is no default or breach under any other party, is in breach Material Contract by the Company or violation of, or default under, any such agreement, and no event has occurred, is pending of its Subsidiaries or, to the knowledge of the ParentCompany, is threatenedany other party thereto, whichand no event or condition has occurred that constitutes, or, after the giving of notice, with notice or lapse of time, time or otherwiseboth, would constitute constitute, a default or breach or default by on the Parent part of the Company or any Subsidiary of its Subsidiaries or, to the knowledge of the ParentCompany, any other party thereto under any such contractMaterial Contract, nor has the Company or any of its Subsidiaries received any notice of any such default, event or condition. The Company has made available to Parent true and complete copies of all written Material Contracts, including all amendments thereto.

Contracts. (a) Section 3.16 of Except for this Agreement, neither the Parent Disclosure Schedule lists the following agreements (written or oral) to which the Parent or Company nor any Company Subsidiary is a party to any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act (a “Filed Company Contract”) that has not been so filed. (b) Section 3.13(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list, and the Company has made available to Parent true and complete copies (including all amendments and supplements thereto), of each: (i) agreement, Contract, understanding, or undertaking to which the Company or any agreement (or group of related agreements) for the lease of personal property from or to third parties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services Company Subsidiaries is a party that (A) which calls for performance over a period restricts the ability of more than one year, the Company or the Company Subsidiaries to compete in any business or with any Person in any geographical area (B) which involves more than could reasonably be expected to restrict the sum ability of $5,000Parent or any of its Subsidiaries to compete in any business or with any Person in any geographical area after the Effective Time, or (C) in which grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Parent Company or the Company Subsidiaries, (ii) agreement or Contract that obligates the Company or any Company Subsidiary has granted manufacturing rights, to conduct business on an exclusive or preferential basis or that contains a “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party;similar covenant, (iii) (A) loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, hedging agreement or other similar agreement pursuant to which any Indebtedness of the Company or any of the Company Subsidiaries is outstanding or may be incurred, other than any such agreement establishing solely between or among the Company and the wholly owned Company Subsidiaries, or (B) agreement, Contract, understanding or undertaking relating to the mortgaging, pledging or the placing of any Lien (other than Permitted Liens) on any material asset of the Company or any Company Subsidiary, (iv) Partnership, joint venture or similar agreement, Contract, understanding or undertaking to which the Company or any of the Company Subsidiaries is a party relating to the formation, creation, operation, management or control of any partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) agreement, Contract, understanding or undertaking with any agreement concerning confidentiality or noncompetition;Company Top Supplier, (vi) Current Government Contract involving current annual payments to the Company or any employment or consulting agreement;Company Subsidiary in excess of $5,000,000, (vii) any agreement involving any officer, director or stockholder of the Parent or any Affiliate thereofCompany Lease; (viii) Judgment that provides for any agreement under material injunctive or other non-monetary relief after the date of this Agreement; (ix) agreement, Contract, understanding or undertaking with any current or former officer, director or Affiliate of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family members” (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act),other than any Company Plan, (x) (A) agreement, Contract, understanding or undertaking with respect to any material Intellectual Property Rights pursuant to which the consequences Company or any Company Subsidiary is a licensee (other than to “off-the-shelf” or “shrink wrap” licenses generally available to the public as of the Closing) or (B) joint development agreement to which the Company or any Company Subsidiary is a default party, (xi) agreement, Contract, understanding or termination undertaking relating to the disposition or acquisition by the Company or any of the Company Subsidiaries of any business or Person (whether by merger, purchase of equity interests or otherwise) or any material amount of assets (excluding dispositions or acquisitions which were consummated prior to the date of this Agreement and with respect to which there is no ongoing liability or obligation of the Company or any Company Subsidiaries), and (xii) agreement, Contract, understanding or undertaking not otherwise described above that involves annual payments to or from the Company or any Company Subsidiary in excess of $5,000,000 individually or $15,000,000 in the aggregate. Each agreement, Contract, understanding or undertaking of the type described in this Section 3.13(b) and each Filed Company Contract is referred to herein as a “Company Material Contract”. (c) Except for matters which, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Business. (b) The Parent has delivered or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) each Company Material Contract (including, for purposes of this Section 3.13(c), any Contract entered into after the agreement date of this Agreement that would have been a Company Material Contract if such Contract existed on the date of this Agreement) is legal, a valid, binding and legally enforceable obligation of the Company or one of the Company Subsidiaries, as the case may be, and, to the Knowledge of the Company, of the other parties thereto, except, in each case, as enforcement may be limited by the Bankruptcy and in full force and effect; Equity Exception, (ii) the agreement will continue to be legal, valid, binding and enforceable and each such Company Material Contract is 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 Parent nor none of Company or any Subsidiary nor, to the knowledge of the Parent, any other party, Company Subsidiaries is in breach (with or violation of, without notice or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwiseboth) in breach or default under any such Company Material Contract and, to the Knowledge of the Company, no other party to any such Company Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder. To the Knowledge of the Company, no event, circumstance or condition exists which, with or without notice or lapse of time or both, would constitute reasonably be expected to result in a breach or default by the Parent Company, any Company Subsidiary or any Subsidiary or, to the knowledge of the Parent, any other party under such contractthereto of any Company Material Contract.

Contracts. Schedule 3(v) sets forth a list (asorted by reference to the clauses of this subsection) Section 3.16 of the Parent Disclosure Schedule lists the following agreements (written or oral) all contracts, agreements, arrangements, guarantees, licenses, leases and executory commitments, other than Benefit Plans and any contracts heretofore filed as an exhibit to which the Parent or any Subsidiary is a party SEC Document, that exist as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or hereof to third parties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in which the Parent Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible Subsidiaries is a party or intangible;by which it is bound and which fall within any of the following categories (each a "Contract"): (va) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Parent or any Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or Contracts not entered into in the Ordinary Course ordinary course of Business. the Company's or any of its Subsidiaries' respective businesses; (b) The Parent has delivered joint venture, partnership or made available franchising agreements, (c) Contracts containing covenants purporting to limit the freedom of the Company a complete and accurate copy or any of each agreement listed its Subsidiaries to compete in Section 3.16 any line of business in any geographic area or to hire any individual or group of individuals, (d) Contracts which after the consummation of any of the Parent Disclosure Schedule. With Transactions would have the effect of limiting the freedom of the Company or any Subsidiary to compete in any line of business in any geographic area or to hire any individual or group of individuals, (e) Contracts relating to any outstanding commitment for capital expenditures in excess of $25,000, (f) indentures, mortgages, promissory notes, loan agreements or guarantees of borrowed money, letters of credit or other agreements or instruments of the Company or any Subsidiary evidencing indebtedness for borrowed money or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of the Company or any of its Subsidiaries, (g) License Agreements, (h) Contracts with respect to each agreement so listed: which a change in the ownership (whether directly or indirectly) of the shares of Company Common Stock or the composition of the Board of Directors of the Company or any of its Subsidiaries or any of the other Transactions may result in a violation of or default under, or give rise to a right of termination, modification, cancellation or acceleration of any obligation or loss of benefits under, such Contract, (i) the any other agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue of a type required to be legalfiled under Item 601(b)(10) of Regulation S-K promulgated by the SEC; or (j) Contracts (including employment agreements and consulting agreements) pursuant to which the Company or any Subsidiary is required to employ or obtain services from any Person otherwise than on an "at-will" basis for any period of time. All Contracts to which the Company or any of its Subsidiaries is a party or by which it is bound are valid and binding obligations of the Company or its Subsidiary (as applicable) and, 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; knowledge of the Company, the valid and binding obligation of each other party thereto. Neither the Company or its Subsidiary (iiias applicable) neither the Parent nor any Subsidiary nor, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent or any Subsidiary or, to the knowledge of the ParentCompany, any other party thereto is in violation of or in default in respect of, nor has there occurred an event or condition which with the passage of time or giving of notice (or both) would constitute a default by the Company or its Subsidiary (as applicable) (or to its knowledge a default by any other party thereto) under or permit the termination of, any such contractContract, except for such instances of default thereunder or terminations thereof that would not individually or in the aggregate result in a Material Adverse Effect. The Company has, prior to the date hereof, delivered or made available true, complete and correct copies of the Contracts to the Buyers.

Contracts. (a) Section 3.16 4.15 of the Parent Company Disclosure Schedule Letter lists each Contract of the following agreements (written or oral) types to which the Parent Company or any Subsidiary of its Subsidiaries is a party as or by which any of the date of this Agreementtheir respective properties or assets is bound: (i) any agreement (Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or group of related agreements) for disclosed by the lease of personal property from or to third partiesCompany on a Current Report on Form 8-K; (ii) any agreement Contract that materially limits the ability of the Company or any of its Subsidiaries (or group or, following the consummation of related agreements) for the purchase or sale Offer, the Merger and the other transactions contemplated by this Agreement, would limit the ability of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in which the Parent or any Subsidiary has granted manufacturing rightsof its Subsidiaries, including the Surviving Corporation) to compete in any line of business or with any Person or in any geographic area, or that restricts the right of the Company and its Subsidiaries (or, following the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, would limit the ability of Parent or any of its Subsidiaries, including the Surviving Corporation) to sell to or purchase from any Person or to hire any Person, or that grants the other party or any third Person “most favored nation” pricing provisions status or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity type of goods or services or has agreed to purchase goods or services exclusively from a certain partyspecial discount rights; (iii) any agreement establishing Contract with respect to the formation, creation, operation, management or control of a joint venture or partnership or joint venturewith another Person; (iv) any agreement (Contract relating to Indebtedness incurred by the Company or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangibleSubsidiaries; (v) any agreement concerning confidentiality Contract involving the acquisition or noncompetitiondisposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests for aggregate consideration (in one or a series of transactions) under such Contract of $1,000,000 or more (other than acquisitions or dispositions of inventory in the ordinary course of business consistent with past practice); (vi) any employment Contract that by its terms calls for aggregate payment or consulting agreementreceipt by the Company and its Subsidiaries under such Contract of more than $1,000,000 over the remaining term of such Contract; (vii) any agreement involving any officer, director or stockholder of Contract pursuant to which the Parent Company or any Affiliate thereofof its Subsidiaries has continuing guarantee, “earn-out” or other contingent payment obligations, in each case that could result in payments in excess of $1,000,000; (viii) any Contract that is a license agreement, covenant not to ▇▇▇ agreement under or co-existence agreement or similar agreement that is material to the business of the Company and its Subsidiaries, taken as a whole, to which the consequences Company or any of its Subsidiaries is a default party and licenses in Intellectual Property owned by a third party or termination licenses out Intellectual Property owned by the Company or its Subsidiaries or agrees not to assert or enforce Intellectual Property owned by the Company or such Subsidiary, other than license agreements for software that is generally commercially available; (ix) any Contract that obligates the Company or any of its Subsidiaries to make (A) any loan, or (B) any capital commitment or expenditure, except, in the case of clause (B), in the ordinary course of business consistent with practice and in an aggregate amount not greater than $1,000,000; (x) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control” that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; or (xi) any Contract with a top ten supplier of the Company based on aggregate amounts paid by the Company and its Subsidiaries during the 12-month period ended June 30, 2015 or a top ten customer of the Company based on revenue earned during the 12-month period ended June 30, 2015. Each contract of the type described in clauses (i) through (xi) is referred to herein as a “Material Contract.” (b) Each Material Contract is valid and binding on the Company and each of its Subsidiaries party thereto and, to the knowledge of the Company, any other party thereto. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect; (ix) , there is no default under any agreement which contains any provisions requiring Material Contract by the Parent Company or any Subsidiary to indemnify any other of its Subsidiaries party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Business. (b) The Parent has delivered or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (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 Parent nor any Subsidiary nor, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the ParentCompany, is threatenedany other party thereto, which, after and no event has occurred that with the lapse of time or the giving of notice, with lapse of time, notice or otherwise, both would constitute a breach or default thereunder by the Parent Company or any Subsidiary of its Subsidiaries party thereto or, to the knowledge of the ParentCompany, any other party under such contractthereto.

Contracts. (a) Except (v) for this Agreement, (w) for the Contracts filed as exhibits to the Parent SEC Reports filed prior to the date of this Agreement, (x) for Parent Plans and Parent Stock Plans, (y) for any contracts that are terminable (and will continue to be terminable after the Effective Time) by Parent or any of its subsidiaries party thereto on no more than sixty (60) days’ notice without material penalty or other liability or (z) as set forth in Section 3.16 4.9 of the Parent Disclosure Schedule, neither Parent nor any of its subsidiaries, as of the date hereof, is party to or bound by any Contract that: (i) is required to be filed by Parent as a “material contract” pursuant to Item 601 of Regulation S-K under the Securities Act; (ii) contains covenants binding upon Parent or any of its subsidiaries, in each case, that are material to Parent and its subsidiaries, taken as a whole, that (A) restrict the ability (other than to the extent described in clause (C)(1) below) of Parent (or, following the Effective Time, the Surviving Company or its subsidiaries) or any of its subsidiaries or Affiliates to engage or compete in any business or sell, supply, acquire, license or distribute any product or service, in each case, in any market or geographic area, with any Person or during any period of time, or that would require the disposition of any material assets or line of business of Parent or its subsidiaries, or, in each case, after the Effective Time, the Surviving Company or its subsidiaries, (B) (1) grant “most favored nation” status to another Person and (2) pursuant to such Contract Parent or any of its subsidiaries collectively received, during the twelve (12) month period ended December 2, 2017, more than $50,000,000 or (C) (1) include exclusive or preferred purchasing arrangements or similar provisions expressly obligating Parent or any of its subsidiaries to obtain all of its requirements for, or a minimum quantity of, certain merchandise exclusively from any vendor for merchandise resold by Parent or any of its subsidiaries, except, in each case, any purchase orders entered into in the ordinary course of business and (2) pursuant to such Contract Parent or any of its subsidiaries collectively paid, during the twelve (12) month period ended December 2, 2017, more than $50,000,000; (iii) is a services agreement, equipment lease, logistics agreement, information technology agreement or agreement related to software (other than any architectural or construction-related Contract) in connection with which or pursuant to which Parent or any of its subsidiaries collectively paid, during the twelve (12) month period ended December 2, 2017, more than $50,000,000 to any Person; (iv) other than with respect to any partnership or limited liability company that is wholly owned by Parent or any of its wholly-owned subsidiaries, is a joint venture, partnership, limited liability company or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any joint venture, partnership, limited liability company or other similar Person, in each case, that is material to Parent and its subsidiaries, taken as a whole; (v) is an indenture, credit agreement, loan agreement, security agreement, guarantee, bond or any other Contract relating to indebtedness for borrowed money or the deferred purchase price for property, in each case having an outstanding amount in excess of $5,000,000 individually, other than any such Contract between or among any of Parent and any of its wholly-owned subsidiaries; (vi) prohibits the payment of dividends or distributions in respect of the capital stock of Parent or any of its subsidiaries, prohibits the pledging of the capital stock of Parent or any subsidiary of Parent, prohibits the issuance of guarantees by Parent or any subsidiary of Parent or grants any rights of first refusal or rights of first offer or similar rights or that limits or proposes to limit the ability of Parent or any of its subsidiaries or Affiliates to sell, transfer, pledge or otherwise dispose of any assets or businesses, in each case, that is material to Parent and its subsidiaries, taken as a whole; (vii) is an agreement under which Parent or any of its subsidiaries has any obligations to make a capital contribution to, or other investment in the securities of, any Person (other than (A) to Parent or any of its wholly-owned subsidiaries, (B) extensions of credit in the ordinary course of business consistent with past practice and (C) investments in marketable securities in the ordinary course of business), in each case, that is material to Parent and its subsidiaries, taken as a whole; (viii) is an agreement with respect to any acquisition or divestiture (other than, for the avoidance of doubt, for acquisitions or dispositions of inventory, merchandise, products, services, properties and assets in the ordinary course of business) pursuant to which Parent or any of its subsidiaries has continuing indemnification, “earn-out” or other contingent payment obligations, in each case, that would reasonably be expected to result in payments in excess of $10,000,000; (ix) is between Parent or any of its subsidiaries, on the one hand, and any director or officer of Parent or any Person beneficially owning five percent (5%) or more of the outstanding shares of Parent Common Stock or any of their respective Affiliates, on the other hand, except for any Parent Plan; (x) contains a standstill or similar agreement that will be in effect as of the Closing pursuant to which Parent or any of its subsidiaries has agreed not to acquire assets or securities of another Person; (xi) contains a put, call or similar right pursuant to which Parent or any of its subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets, in each case with a value in excess of $10,000,000; (xii) is a Parent Material Real Property Lease; (xiii) is a Contract (including purchasing agreements, group purchasing agreements and excluding work orders, statements of work, purchase orders and similar contracts) pursuant to which Parent or any of its subsidiaries collectively paid, during the twelve (12) month period ended December 2, 2017, more than $50,000,000 to any Person; or (xiv) is with any of Parent’s top ten (10) commercial payors (measured by prescription revenue of Parent during the twelve (12) month period ended on December 2, 2017) (the “Parent Key Payors”). (b) Each Contract set forth or required to be set forth in Section 4.9 of the Parent Disclosure Schedule lists the following agreements or filed as an exhibit (written or oralincorporated by reference) to which the Parent or any Subsidiary is SEC Reports filed prior to the date of this Agreement as a party “material contract” pursuant to Item 601 of Regulation S-K under the Securities Act (and to the extent so disclosed as a “material contract” under Regulation S-K in force as of the date hereof) is referred to herein as a “Parent Material Contract.” Each of this Agreement: the Parent Material Contracts is valid and binding on Parent or its subsidiaries party thereto, as applicable, and, to the knowledge of Parent, each other party thereto, and is in full force and effect, subject to the Bankruptcy and Equity Exception, except (i) to the extent that any agreement (or group of related agreements) for the lease of personal property from or to third parties; Parent Material Contract expires in accordance with its terms and (ii) any agreement (for such failures to be valid and binding or group of related agreements) for to be in full force and effect that have not had and would not, individually or in the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one yearaggregate, (B) which involves more than the sum of $5,000, or (C) in which the Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Parent or any Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Parent Material Adverse Effect; . Except as has not had and would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, as of the date hereof, (ixA) Parent and its subsidiaries have in all material respects performed all obligations required to be performed by them under each Parent Material Contract and, to the knowledge of Parent, each other party to each Parent Material Contract has in all material respects performed all obligations required to be performed by it under such Parent Material Contract, (B) neither Parent nor any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify of its subsidiaries have received written notice from any other party thereto to a Parent Material Contract that such other party intends to terminate any such Parent Material Contract (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Business. (b) The Parent has delivered or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing except in accordance with the terms thereof as in effect immediately prior to the Closing; thereof) and (iiiC) neither the there is no default under any Parent nor Material Contract by Parent or any Subsidiary norof its subsidiaries and, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurredoccurred that, is pending or, to with the knowledge lapse of the Parent, is threatened, which, after time or the giving of notice, with lapse of time, notice or otherwiseboth, would constitute a breach or default thereunder by the Parent or any Subsidiary or, to the knowledge of the Parent, any other party under such contractits subsidiaries.

Contracts. (a) Section 3.16 4.10(a) of the Parent Company Disclosure Schedule lists sets forth a list, as of the following agreements date hereof, of all Contracts (written except for any Insurance Contract, Reinsurance Contract, Benefit Plan, or oralthe Apex LP Agreement) to which the Parent Company or any Subsidiary of its Subsidiaries is a party as of to or bound that meets the date of this Agreement:following criteria (each, a “Material Contract”): (i) any agreement (or group Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of related agreements) for Regulation S-K under the lease of personal property from or to third partiesSecurities Act; (ii) any agreement (Contract containing covenants binding upon the Company or group any of related agreements) for its Subsidiaries that materially restricts the purchase ability of the Company or sale any of products its Subsidiaries or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000any Person that controls, or is under common control with, the Company to engage or compete in any type or line of business or in any geographic area (C) in which the Parent including through “non-competition” or any Subsidiary has granted manufacturing rights, “most favored nationexclusivity” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partyprovisions); (iii) any agreement establishing Contract with respect to the formation, creation, operation, management or control of a partnership or joint venture, partnership, limited liability company or other similar agreement or arrangement that is material to the business of the Company and its Subsidiaries, taken as a whole (excluding Investment Assets acquired in the ordinary course of business); (iv) any agreement Contract (A) providing for Indebtedness of the Company or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assetsSubsidiaries having an outstanding or committed amount in excess of $1,000,000, tangible other than any Indebtedness between or intangibleamong any of the Company and any of its Subsidiaries or (B) that is a guarantee by the Company or any of its Subsidiaries of the Indebtedness of any person other than the Company or a wholly-owned Subsidiary of the Company; (v) any agreement concerning confidentiality Contract expressly limiting or noncompetitionprohibiting the payment of dividends or distributions in respect of the capital stock or other equity interests of the Company or any of its Subsidiaries, prohibiting the pledging of capital stock of the Company or any of its Subsidiaries or prohibiting the issuance of guarantees by the Company or any of its Subsidiaries (other than pursuant to applicable Law or Order); (vi) any employment Contract pursuant to which the Company or consulting agreementany of its Subsidiaries (A) licenses any material Intellectual Property from any non-Affiliated Person, other than licenses for open source software or generally commercially available software or software-enabled services that are licensed pursuant to standard end-user terms, (B) licenses any material Intellectual Property to any non-Affiliated Person other than non-exclusive licenses granted to customers for the Company’s products and services in the ordinary course of business consistent with past practices, or (C) is restricted in its right to assert, use or register any material Owned Intellectual Property, including any coexistence agreements, settlement agreements, covenants not to sue or similar agreements or arrangements; (vii) any agreement involving any officerContract (A) relating to a direct or indirect acquisition, director divestiture, merger or stockholder of similar transaction by the Parent Company or any Affiliate thereofof its Subsidiaries and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect (other than this Agreement) or (B) pursuant to which the Company or any of its Subsidiaries will acquire any material interest in any other person or other business enterprise; (viii) any agreement Contract that involves the settlement of any pending or threatened claim, action or proceeding that requires payment obligations after the date hereof in excess of $1,000,000, other than claims settled under which Insurance Contracts in the consequences ordinary course of a default or termination would reasonably be expected to have a Parent Material Adverse Effectbusiness consistent with past practices and within applicable policy limits; (ix) any agreement Contract (i) with an Affiliate of the Company or its Subsidiaries (other than a wholly-owned Subsidiary of the Company) or (ii) that constitutes a Related Party Transaction pursuant to Section 4.17 and which contains any provisions requiring remains in effect as of the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); anddate hereof; (x) any Contract that (A) grants any right of first refusal, right of first offer, or similar right with respect to any material assets, rights, or properties of the Company or any of its Subsidiaries or (B) obligates the Company or any of its Subsidiaries to conduct business on an exclusive or preferential basis or that contains a “most favored nation” or similar covenant with any third party; (xi) any Contract that provides for any guaranty of liabilities or obligations by the Company or any Subsidiary thereof, in each case that is material to the Company and its Subsidiaries, taken as a whole, other agreement than any guaranty by the Company or a Subsidiary thereof of any of the obligations of the Company or another wholly-owned Subsidiary thereof; or (xii) any Contract or group of related agreements) either involving more than $5,000 commitment with any Insurance Regulator or not entered into in other Governmental Authority that is material to the Ordinary Course of BusinessCompany and its Subsidiaries, taken as a whole. (b) The Parent has delivered Assuming the due authorization, execution and delivery thereof by the other party or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 parties thereto, as of the Parent Disclosure Schedule. With respect to each agreement so listed: date hereof, (i) each Material Contract is a valid and binding obligation of the agreement Company and any of its Subsidiaries party thereto and, to the Knowledge of the Company, each other party or parties thereto, in accordance with its terms and is legal, valid, binding and enforceable and in full force and effect; , subject to the Bankruptcy and Equity Exception, (ii) the agreement will continue Company and any applicable Subsidiary is not and, to the Knowledge of the Company, no other party thereto is in default in the performance, observation or fulfillment of any obligation, covenant or condition contained in each Material Contract and (iii) to the Knowledge of the Company, no event has occurred that, with or without notice, lapse of time or both, would constitute a default under any Material Contract, except, with respect to each of the foregoing clauses (i), (ii) and (iii), where such failures to be legal, valid, valid and binding and enforceable and in full force and effect immediately following and defaults would not, individually or in the Closing in accordance with the terms thereof as in effect immediately prior aggregate, reasonably be likely to the Closing; and (iii) neither the Parent nor any Subsidiary nor, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute have a breach or default by the Parent or any Subsidiary or, to the knowledge of the Parent, any other party under such contractCompany Material Adverse Effect.

Contracts. (a) Section 3.16 of the Parent Disclosure HFP Schedule lists the following agreements (written each contract, agreement, arrangement, lease, instrument, mortgage or oral) commitment to which the Parent HFP or any Subsidiary of its Subsidiaries is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from may be bound or to third parties; which their respective properties or assets may be subject, excluding Financing Documents (iias hereinafter defined) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in which the Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Parent or any Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course ordinary course of Businessbusiness ("Contract"), (i) which is with any present or former employee or for the employment of any person or consultant or which is a non-compete arrangement with any employee of HFP or any of its Subsidiaries; and (xii) which is a severance agreement, program or policy of HFP or any such Subsidiary with or relating to its employees; (iii) under the terms of which any of the rights or obligations of a party thereto will be accelerated as a result of the transactions contemplated hereby or which contain change in control provisions; (iv) which involves a material license, or other material arrangement which relates in whole or in part to any material software, patent, trademark, trade name, service ▇▇▇▇ or copyright used by HFP or any of its Subsidiaries in the conduct of its business; (v) which is an arrangement limiting or restraining HFP or any of its Subsidiaries or any successor thereto from engaging or competing in any manner or in any business; or (vi) under which HFP or any of its Subsidiaries guarantees the payment or performance by others or in any way is or will be liable with respect to material obligations of any other agreement (or group of related agreements) either involving more than $5,000 or not entered into person. Except for this Agreement and the Option Agreement and as listed in the Ordinary Course HFP 1998 Form 10-K, there are no contracts or agreements other than the Contracts and the Financing Documents that are material to the business properties, assets, financial condition or results of Businessoperations of HFP, taken as a whole. (b) The Parent has delivered or made available All Contracts are valid and binding and in full force and effect as to HFP on the date of this Agreement except to the Company extent they have previously expired in accordance with their terms. None of HFP, any of its Subsidiaries or, to HFP's Knowledge, any other parties, have violated any provision of, or committed or failed to perform any act which with notice, lapse of time or both would constitute a default under the provisions of, any Contract, except as would not have, individually or in the aggregate, a HFP Material Adverse Effect. True and complete and accurate copy copies of each agreement all Contracts listed in Section 3.16 of the Parent Disclosure Schedule. With respect HFP Schedule or listed in the HFP 1998 Form 10-K, together with all amendments thereto through the date hereof, have been delivered or made available to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (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 Parent nor any Subsidiary nor, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent or any Subsidiary or, to the knowledge of the Parent, any other party under such contract▇▇▇▇▇▇.

Contracts. (a) Section 3.16 Part 2.12(a) of the Parent Disclosure Schedule lists the following agreements (written or oral) to which the Parent or any Subsidiary is identifies each Company Contract that constitutes a party “Material Contract” as of the date of this Agreement. For purposes of this Agreement, each of the following shall be deemed to constitute a “Material Contract”; provided, however, that in no event shall a Benefit Plan be deemed to constitute a “Material Contract”; provided further, that “Material Contracts” shall only include Company Contracts to which an Acquired Company is a party: (i) any agreement Any Contract which is a “material contract” (or group as such term is defined in Item 601(b)(10) of related agreements) for Regulation S-K promulgated under the lease of personal property from or to third partiesSecurities Act); (ii) any agreement Contract, with material obligations remaining to be performed or material liabilities continuing after the date of this Agreement, relating to the acquisition, development, sale or disposition of any business unit that is material to the Acquired Companies, taken as a whole; (iii) any Contract imposing any material restriction on the right or group ability of related agreements) for the purchase or sale of products or for the furnishing or receipt of services any Acquired Company: (A) to compete (or which calls for performance over a period purports to restrict in any material respect the ability of more any Acquired Company to compete) with any Person or operate in any geographic area or location in which any Acquired Company may conduct business (other than one year, (x) confidentiality agreements entered into by the Acquired Companies in the ordinary course of business and (y) Investment Advisory Arrangements or Fund Documents containing any such provisions in the ordinary course of business that address the allocation of investment opportunities or the formation of successor funds); (B) which involves more than the sum of $5,000, to acquire any product or other asset or any services from any other Person; (C) in which the Parent to develop, sell, supply, distribute, offer, support or service any product or any Subsidiary has granted manufacturing rightstechnology or other asset to or for any other Person; (D) to perform services for any other Person; or (E) to transact business or deal in any other manner with any other Person; (iv) any Contract that contains an exclusivity provision, “most favored nation” pricing provision (except any Investment Advisory Arrangements or Fund Documents (and any related side letter that includes in the ordinary course of business any “most favored nation” provision)), provisions granting a right of first refusal, a right of first negotiation or exclusive marketing similar rights or distribution rights relating to any products similar term for the benefit of a third party, in each case involving revenues or territory or has agreed to purchase a minimum quantity expenses of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement establishing a partnership or joint venture; (iv) any agreement (or group the Acquired Companies of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets5,000,000 in the fiscal year ended December 31, tangible or intangible2016; (v) any agreement concerning confidentiality Contract that contains a put, call, right of first refusal or noncompetitionsimilar right pursuant to which the Acquired Companies would be required to purchase or sell, as applicable, any material equity interests of any Subsidiary of the Company or Fund, or which grants a right to sell to any Acquired Company or purchase from any Acquired Company any material asset (other than in the ordinary course of business); (vi) any employment Contract which contains a material “clawback” or consulting agreementsimilar undertaking requiring the reimbursement or refund of any fees (whether performance based or otherwise) paid to the Acquired Companies (except any Investment Advisory Arrangement, Fund Document or related “clawback” guaranty Contract that includes in the ordinary course of business any such “clawback” provision (and any related side letters)); (vii) any agreement involving material Contract relating to “soft-dollar” arrangements (i.e., providing for benefits relating to commissions generated from financial transactions executed by broker-dealers on behalf of any officer, director or stockholder of the Parent or any Affiliate thereofFunds); (viii) any agreement Contract for borrowed money (whether current, short-term or long-term and whether secured or unsecured, or any financial guarantee) incurred by the Acquired Companies or pursuant to which any of the Acquired Companies has any obligations as guarantor, surety, co-signer, endorser or co-maker in respect of any obligation of any Person, or any capital maintenance, keep well or similar agreements or arrangements, other than (A) Contracts solely among the Company or any of its wholly owned Subsidiaries and/or (B) Contracts not involving amounts in excess of $1,250,000; (ix) any Contract which is a mortgage, security agreement, capital lease or similar agreement, in each case, that creates or grants a Encumbrance on any property or assets that are material to the Acquired Companies, taken as a whole; (x) any Contract relating to any swap, forward, futures, warrant, option, cap, floor or collar financial contract, or any other interest-rate, commodity price, equity value or foreign currency protection contract or other hedging or derivative transaction involving net revenues or expenses by the Acquired Companies of more than $5,000,000 in the fiscal year ended December 31, 2016; (xi) any Contract that restricts payment of dividends or any distributions in respect of the equity interests of the Acquired Companies; (xii) any Contract pursuant to which the Acquired Companies have continuing material indemnification obligations to any Person that would reasonably be expected to result in payments in excess of $1,000,000, except for (x) any vendor or content licensing Contract entered into in the ordinary course of business or (y) non-disclosure agreements; (xiii) any Contract, except for this Agreement, relating to the acquisition or disposition of any business or securities by Acquired Companies (whether by merger, sale of shares, sale of assets or otherwise) or pursuant to which any material earn-out, deferred or contingent payment obligations remain outstanding (excluding any such Contract for which all such rights and obligations have been satisfied), in each case currently requiring payments by or to Acquired Companies in excess of $5,000,000; (xiv) any Contract entered into since January 1, 2014 involving any resolution or settlement of any actual or threatened Legal Proceedings (A) involving payments greater than $1,000,000 or (B) which imposes material continuing obligations on the Acquired Companies or that provides for any material continuing injunctive or other non-monetary relief, in each case, other than confidentiality obligations; (xv) (A) any Contract pursuant to which any Acquired Company has been granted any option, license or similar right relating to the Intellectual Property Rights of a third party, in each case that is material to the business or assets of the Acquired Companies, taken as a whole (but excluding any license or similar right for commercially available software), and (B) any Contract pursuant to which any option, license or similar right relating to Company Intellectual Property Rights has been granted to a third party (except, for the avoidance of doubt, any Company Fund), in each case that is material to the business or assets of the Acquired Companies, taken as a whole (but excluding any non-exclusive licenses or similar rights granted in the ordinary course of business); (xvi) any other Contract (or group of related Contracts), except for Investment Advisory Arrangements or Fund Documents or any related side letter, the performance of which currently requires aggregate payments to or from the Acquired Companies during the fiscal year ended December 31, 2016 in excess of $5,000,000 that is not terminable with less than 60 days’ notice without material penalty by the Acquired Companies; (xvii) any Contract between the Acquired Companies on the one hand, and any Affiliate of the Company (other than any Subsidiary of the Company) on the other hand, that is required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act; (xviii) (A) any Investment Advisory Arrangement or any related Contract which sets forth, governs or in any way modifies any fee, charge or other amount payable to the Acquired Companies in connection with such Investment Advisory Arrangement, including any fee, revenue or expense sharing, settlement, cap, discount, waiver or reimbursement or similar arrangement with any Person under which the consequences Acquired Companies receive or are reasonably expected to receive management fee revenues in excess of $1,000,000 per annum or (B) any Fund Document requiring the Acquired Companies to invest in any Person (where, as of the date hereof, there remains any unfunded commitment with respect thereto); (xix) any Fund Document containing change in control provisions or “key person” provisions; and (xx) any Contract relating to the ownership of real property or any Company Lease, in each case, that is material to the Acquired Companies taken as a default whole. The Company has Made Available to Parent an accurate and complete copy (in all material respects) of each Material Contract (other than Contracts described in clause “(a)(i)” and clause “(a)(xvii)” above). (b) Except as would not, individually or termination would in the aggregate, reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Business. (b) The Parent has delivered or made available to the each Company Contract that constitutes a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement Material Contract is legal, valid, binding and enforceable valid and in full force and effect, and, to the Knowledge of the Company, is enforceable in accordance with its terms (except to the extent that any Material Contract has expired in accordance with its terms), subject to the Equitable Exception. (c) None of the Acquired Companies has violated or breached, or committed any default under, any Company Contract where such violation, breach or default would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. As of the date hereof, to the Knowledge of the Company, no other Person has violated or breached, or committed any default under, any Company Contract, except where such violation, breach or default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the date hereof, to the Knowledge of the Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would reasonably be expected to: (i) result in a violation or breach of any Company Contract; (ii) give any Person the agreement will continue right 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 Closingdeclare a material default or exercise any remedy under any Company Contract; and (iii) neither give any Person the Parent nor right to accelerate the maturity or performance of any Subsidiary norCompany Contract that constitutes a Material Contract; or (iv) give any Person the right to cancel, terminate or modify any Company Contract that constitutes a Material Contract, in each case, except where such violation, breach, default or acceleration would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Since January 1, 2016 through the date hereof, none of the Acquired Companies has received any written notice or, to the knowledge Knowledge of the ParentCompany, any other party, is in communication regarding any actual or possible violation or breach or violation of, or default under, any Material Contract, except where such agreementviolation, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by would not, individually or in the Parent or any Subsidiary oraggregate, be material to the knowledge of the ParentAcquired Companies, any other party under such contracttaken as a whole.

Contracts. (a) Section 3.16 of Except as filed as exhibits to the Parent Disclosure Schedule lists Company SEC Documents filed prior to the following agreements (written or oral) to which the Parent or any Subsidiary date hereof, there is a party no Company Agreement which, as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services hereof, (A) which calls for performance over is a period "material contract" (as such term is defined in Item 601(b)(10) of more than one yearRegulation S-K of the SEC), (B) which involves more than the sum aggregate expenditures in excess of $5,0002 million, or (C) involves annual expenditures in which the Parent or excess of $1 million in any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Parent or any Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or twelve month period and was not entered into in the Ordinary Course ordinary course of Business. business, (bD) The Parent has delivered that contains "take or made available pay" provisions applicable to the Company or any Company Subsidiary, (E) that contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company or any Company Subsidiary, or which restricts the conduct of any line of business by the Company or any Company Subsidiary, or any geographic area in which the Company or any Company Subsidiary conducts business, (F) contains any (x) term under which the Company or any Company Subsidiary licenses Intellectual Property or Intellectual Property Rights from a complete third party (other than Ordinary Course Inbound Licenses), or (y) term under which the Company or any Company Subsidiary licenses Intellectual Property or Intellectual Property Rights to any third party (other than Ordinary Course Outbound Licenses), (G) that is a partnership, joint venture or similar arrangement, unless immaterial to the Company and accurate copy the Company Subsidiaries or (H) which would prohibit or materially delay the consummation of each agreement listed the Offer, the Merger or any of the other Transactions. Each contract of the type described above in Section 3.16 3.13, whether or not set forth in Section 3.13 of the Parent Company Disclosure Schedule. With respect , is referred to herein as a "Company Material Agreement." Each Company Material Agreement is valid and binding on the Company and each agreement so listed: (i) Company Subsidiary that is a party thereto and, to the agreement is legalCompany's knowledge, valideach other party thereto, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legalas applicable, valid, binding and enforceable and in full force and effect immediately following (except that (x) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (y) the Closing in accordance with the terms thereof as in effect immediately prior remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Closing; discretion of the court before which any proceeding therefor may be brought), and (iii) neither the Parent nor any Company and each Company Subsidiary norhas performed all obligations required to be performed by it under each Company Material Agreement and, to the knowledge Company's knowledge, each other party to each Company Material Agreement has performed all obligations required to be performed by it under such Company Material Agreement, except as would not have, individually or in the aggregate, a Company Material Adverse Effect. None of the Parent, Company or any other party, is in breach or violation Company Subsidiary has knowledge of, or default underhas received written notice of, any such agreement, and no event has occurred, is pending or, to violation or default under (or any condition which with the knowledge passage of the Parent, is threatened, which, after time or the giving of notice, with lapse notice would cause such a violation of time, or otherwise, would constitute a breach or default by under) any Company Material Agreement except for violations or defaults that would not have, individually or in the Parent or any Subsidiary oraggregate, to the knowledge of the Parent, any other party under such contracta Company Material Adverse Effect.

Contracts. (a) Section 3.16 3.10 of the Parent Company Disclosure Schedule lists the following agreements sets forth a complete and correct list (written or oral) to which the Parent or any Subsidiary is a party except for this Agreement), as of the date of this Agreement, of each Contract, arrangement, commitment or understanding to which any of the Acquired Companies is a party or to which any asset or property of any Acquired Company is bound: (i) any agreement that is a “material contract” (or group as such term is defined in Item 601(b)(10) of related agreements) for Regulation S-K of the lease of personal property from or to third partiesExchange Act); (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services pursuant to which (A) which calls the Acquired Companies collectively received revenues for performance over a period the 2021 fiscal year in excess of more than one year, $2,000,000 or (B) which involves more than the sum Acquired Companies are collectively reasonably expected to receive revenues in excess of such $5,000, or (C) 2,000,000 in which the Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party2022 fiscal year; (iii) evidencing a commitment or requirement of the Acquired Companies (collectively) to make any agreement establishing capital expenditure (or receive a partnership or joint ventureloan from a third Person in connection therewith) in excess of $1,000,000 (except with respect to equipment lease financing in the ordinary course of business consistent with past practice); (iv) that is a non-competition or non-solicitation Contract or any agreement (other Contract limiting, restricting or group prohibiting, or purporting to limit, restrict or prohibit the manner or ability of related agreements) under which it has createdany Acquired Company to compete or engage in any line or type of business or to engage in any line or type of business or compete with any Person in any geographic area, incurredother than customer agreements entered into in the ordinary course of business, assumed so long as such customer agreements do not purport to and would not bind Parent or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangibleAffiliates (other than the Company and its Subsidiaries) following the consummation of the Transactions; (v) relating to or evidencing Indebtedness (whether outstanding or as may be incurred) of any agreement concerning confidentiality of the Acquired Companies or noncompetitionany guarantee of Indebtedness by any of the Acquired Companies in excess of $2,000,000, other than any such Contract solely between or among the Company and any of its wholly owned Subsidiaries; (vi) relating to or evidencing Indebtedness (whether outstanding or as may be incurred) of any employment or consulting agreementThird Party to any of the Acquired Companies in excess of $1,000,000; (vii) other than with respect to any agreement involving Entity that is wholly owned by the Company or any officer, director or stockholder Subsidiary of the Parent Company, that is a partnership, joint venture, alliance, shareholder, or similar Contract (including but not limited to Contracts relating to the formation, creation, operation, management or control of the same, and Contracts pursuant to which an Acquired Company has an obligation (contingent or otherwise) to make an investment in or extension of credit to any Affiliate thereofPerson); (viii) any agreement under which the consequences of a default that is an agency, sales, marketing, commission, distribution, international or termination would reasonably be expected to have a Parent Material Adverse Effectdomestic sales representative or similar Contract; (ix) other than in respect of Indebtedness and Taxes, that creates future payment obligations by any agreement which contains any provisions requiring of the Parent or any Subsidiary to indemnify any other party thereto Acquired Companies (excluding indemnities contained including settlement agreements) outside the ordinary course of business and in agreements for the purchase, sale or license excess of products entered into in the Ordinary Course of Business); and$3,000,000; (x) under which any Acquired Company has granted any Person registration rights (including demand and piggy-back registration rights); (xi) that obligates any Acquired Company to conduct any business on an exclusive basis with any third Person, or upon consummation of the Merger, will or purports to obligate Parent or any of its Affiliates to conduct business with any third Person on an exclusive basis; (xii) that is a Government Contract and involves payments to the Acquired Companies (or any of them) in excess of $3,000,000 per year; (xiii) that relates to the acquisition or disposition of any Person, business or operations or assets constituting a business (whether by merger, sale of stock, sale of assets, consolidation or otherwise) entered into within the past five (5) years (including any such Contract under which contemplated transactions were consummated but under which one or more of the parties thereto has executory indemnification, earn-out or other liabilities); (xiv) that is a Contract under which an Intellectual Property Asset that is material to the conduct of the Acquired Companies’ businesses as currently conducted is licensed, whether an Acquired Company is a licensor or licensee, exclusive of Contracts for the license to an Acquired Company of any software, hardware, or information technology systems that are generally commercially available (e.g., so-called “off-the-shelf software and technology”); (xv) that is a hedging, derivative or similar Contract (including interest rate, currency or commodity swap agreements, cap agreements, collar agreements and any similar Contract designed to protect a Person against fluctuations in interest rates, currency exchange rates or commodity prices); (xvi) addressing the employment of any individual with any Acquired Company with base compensation or payments in excess of $250,000 per annum that is not terminable upon notice of thirty (30) days or less; (xvii) providing for the retention, engagement or termination of any temporary agency employee, individual consultant or other individual independent contractor of any Acquired Companies, in each case that provides for compensation in excess of $250,000 per annum; (xviii) that is a labor, collective bargaining, works council or similar agreement; (xix) that provides for a loan or advance of any amount in excess of $10,000 to any employee of any of the Acquired Companies or any temporary agency employee, consultant or other independent contractor of the Acquired Companies, in each case, other than in the ordinary course of business consistent with past practice; or (xx) that is not covered by the foregoing clauses of this Section 3.10(a) and that is material to the business of the Acquired Companies, taken as a whole, and provides for termination, acceleration of payment or any other agreement (material rights or group obligations upon the occurrence of related agreements) either involving more than $5,000 or not entered into a change of control in the Ordinary Course Company or any of Businessits Subsidiaries. (b) The Parent Each Contract, arrangement, commitment or understanding of the type described and required to be disclosed in Section 3.10(a) above (together with all amendment, supplements and modifications in each case thereto) is referred to herein as a “Material Contract.” A complete and correct copy of each Material Contract has delivered or been made available to the Company a complete and accurate copy of each agreement listed Parent. Except Material Contracts that have expired by their terms or are terminated in accordance with their terms in compliance with Section 3.16 5.1, all of the Parent Disclosure Schedule. With respect Material Contracts are valid and binding on the Acquired Companies, as the case may be, and, to the Knowledge of the Company, each agreement so listed: (i) the agreement is legalother party thereto, validas applicable, binding and enforceable and in full force and effect; (ii) the agreement will continue to , except as may be legallimited by bankruptcy, validinsolvency, binding moratorium and enforceable other similar applicable Law affecting creditors’ rights generally 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 Parent nor any Subsidiary nor, to the knowledge by general principles of the Parent, any other party, equity. No Acquired Company is in material breach or violation of, of or default under, or committed or failed to perform any such agreementact, and no event or condition exists, which with or without notice, lapse of time or both would constitute a material default under, or result in the termination of, or acceleration under, the provisions of any Material Contract, and as of the date hereof, no Acquired Company has occurred, is pending orreceived written notice of any of the foregoing. As of the date of this Agreement, to the knowledge Knowledge of the ParentCompany, no other party to a Material Contract is threatenedin material breach of or default under, whichor committed or failed to perform any act, after the giving of and no event or condition exists, which with or without notice, with lapse of time, time or otherwise, both would constitute a breach material default under, or default by result in the Parent termination of, or acceleration under, the provisions of any Subsidiary orMaterial Contract, to the knowledge and as of the Parentdate hereof, no Acquired Company has received written notice of any other party under such contractof the foregoing.

Contracts. (a) As of the date of this Agreement, except as set forth in Section 3.16 4.11(a) of the Parent Disclosure Schedule lists Letter, neither Parent nor any of its Subsidiaries is a party to or bound by any: (i) “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the following agreements Securities Act), whether or not filed by Parent with the SEC; (written ii) employment or oral) consulting Contract (in each case with respect to which Parent has continuing obligations as of the date hereof) with any current or former (x) executive officer of Parent, (y) member of Parent Board, or (z) Parent Employee providing for an annual base salary in excess of $50,000; (iii) Contract providing for indemnification or any guaranty by Parent or any Subsidiary thereof, in each case that is material to Parent and its Subsidiaries, taken as a whole, other than (x) any guaranty by Parent or a Subsidiary thereof of any of the obligations of (A) Parent or another wholly owned Subsidiary thereof or (B) any Subsidiary (other than a wholly owned Subsidiary) of Parent that was entered into in the ordinary course of business pursuant to or in connection with a customer Contract, or (y) any Contract providing for indemnification of customers or other Persons pursuant to Contracts entered into in the ordinary course of business; (iv) Contract that purports to limit in any material respect the right of Parent or any of its Subsidiaries (or, at any time after the consummation of the Merger, Parent or any of its Subsidiaries) (x) to engage in any line of business, or (y) to compete with any Person or operate in any geographical location; (v) Contract relating to the disposition or acquisition, directly or indirectly (by merger or otherwise), by Parent or any of its Subsidiaries after the date of this Agreement of assets with a fair market value in excess of $50,000; (vi) Contract that contains any provision that requires the purchase of all of Parent’s or any of its Subsidiaries’ requirements for a given product or service from a given Third Party, which product or service is material to Parent and its Subsidiaries, taken as a whole; (vii) Contract that obligates Parent or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any Third Party or upon consummation of the Merger will obligate Parent, the Surviving Corporation or any of their respective Subsidiaries to conduct business on an exclusive or preferential basis with any Third Party; (viii) Contracts relating to Indebtedness for borrowed money or any guarantee of any Indebtedness for borrowed money (other than in respect of Indebtedness for borrowed money of a wholly owned Subsidiary of Parent) or loans or other advances to any Person in excess of $50,000; (ix) Contracts where Parent or any of its Subsidiaries has received or expects to receive $50,000 or more in revenues pursuant to such agreements in the current fiscal year; (x) Contracts with respect to the receipt of any goods and services involving a payment of $50,000 or more per annum; (xi) Employee collective bargaining agreement or other Contract with any labor union; (xii) Joint venture, alliance, partnership or limited liability company agreements or similar Contracts relating to the formation, creation, operation, management or control of any joint venture, alliance, partnership or limited liability company that (A) is material to Parent, any of its Subsidiaries or any of its Subsidiaries; (B) is material to any investment in, or other commitment to, any Related Entity of Parent; or (C) would reasonably be expected to require Parent or its Subsidiaries to make expenditures in excess of $50,000 or more in the current fiscal year; (xiii) Contract which is not otherwise described in clauses (i)-(xii) above that is material to Parent and its Subsidiaries, taken as a whole; or (xiv) Contracts material to Parent’s or any of its Subsidiaries' Intellectual Property owned or used by Parent or any of its Subsidiaries. (b) All Contracts to which Parent or any of its Subsidiaries is a party to or bound by as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in which the Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder Agreement that are of the type described in clause (a) above are referred to herein as the “Parent or any Affiliate thereof; (viii) any agreement under which the consequences of a default or termination Material Contracts.” Except, in each case, as has not, and would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Business. (b) The Parent has delivered or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) all Parent Material Contracts are valid and binding on Parent and/or the agreement relevant Subsidiary of Parent that is legala party thereto and, validto Parent’s Knowledge, binding each other party thereto, subject to the Bankruptcy and enforceable and Equity Exception, (ii) all Parent Material Contracts are in full force and effect; (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) Parent and each of its Subsidiaries has performed all material obligations required to be performed by them under Parent Material Contracts to which they are parties, (iv) to Parent’s Knowledge, each other party to a Parent Material Contract has performed all material obligations required to be performed by it under such Parent Material Contract and (v) no party to any Parent Material Contract has given Parent or any of its Subsidiaries written notice of its intention to cancel, terminate, change the scope of rights under or fail to renew any Parent Material Contract and neither the Parent nor any Subsidiary of its Subsidiaries, nor, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent or any Subsidiary or, to the knowledge of the Parent’s Knowledge, any other party to any Parent Material Contract, has repudiated in writing any material provision thereof. Since January 1, 2013, neither Parent nor any of its Subsidiaries has Knowledge of, or has received written notice of, any violation of or default under (or any condition which with the passage of time or the giving of notice would cause such contracta violation of or default under or permit termination, modification or acceleration under) any Parent Material Contract or any other Contract to which Parent or any of its Subsidiaries is a party or by which Parent, any of its Subsidiaries or any of their respective material properties or assets is bound, except for violations or defaults that are not, individually or in the aggregate, reasonably likely to result in a Parent Material Adverse Effect.

Contracts. Schedule ‎3.6 hereto lists all Contracts related to the Business or the Assets in effect as of the Closing Date, including, without limitation, the following: (a) Section 3.16 of the Parent Disclosure Schedule lists the following agreements (written any pension, profit sharing, stock option, employee stock purchase or oral) other material plan or arrangement providing for deferred compensation to which the Parent employees, former employees or consultants, or any Subsidiary collective bargaining agreement or any other Contract with any labor union; (b) any employment Contract for the employment of any officer, individual employee or other Person and providing for annual base compensation in excess of $50,000; (c) any Contract under which Seller has advanced or loaned any other Person amounts in the aggregate exceeding $10,000 except for advances to employees in the ordinary course of business for valid business reasons and not in excess of $5,000 in the aggregate; (d) any Contract relating to borrowed money or other indebtedness (including any earnout obligations) or the mortgaging, pledging or otherwise placing an Encumbrance (excluding Permitted Encumbrances) on the Assets; (e) any Contract under which Seller is a lessee of or holds or operates any Real Property owned by any other Person; (f) any Contract under which Seller is lessor of or permits any third party as to hold or operate any property, real or personal, owned or controlled by Seller; (g) any Contract with respect to any Intellectual Property granted or made to Seller, or granted or made by Seller to third parties, except licenses to Seller of commercially available, unmodified, “off the date of this Agreement:shelf” software used for Seller’s own internal use; (h) any Contract (including any exclusivity, nondisclosure or confidentiality agreement) prohibiting Seller from freely engaging in any business or competing anywhere in the world; (i) any agreement (Contract with any vendor or group customer of related agreements) for the lease of personal property Seller requiring payments to or from or to third parties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum Seller in excess of $5,000, or (C) in which 5,000 each year during the Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Parent or any Affiliate term thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (xj) any other agreement (Contract not listed in clauses ‎(a)-‎(i) above which is material to the operation of the Business. On or group of related agreements) either involving more than $5,000 or not entered into in prior to the Ordinary Course of Business. (b) The Parent date hereof, Seller has delivered provided Buyer with, or made available to the Company a Buyer, true and complete and accurate copy copies of each agreement listed in Section 3.16 all written Contracts responsive to items (a)-(j) above. All of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legalContracts listed on Schedule ‎3.6 are in full force and effect, and are valid, binding and enforceable in accordance with their terms and in full force and effect; comprise all of the Contracts material for the operation of the Business. Except as otherwise disclosed on Schedule ‎3.6: (i) there is no default or breach by Seller, or to the Knowledge of Seller, any other party to any Contract set forth on Schedule ‎3.6, (ii) there is no fact or circumstance that exists that, with or without the agreement will continue passage of time or giving of notice or the happening of any further event or condition, would constitute a default, or would entitle any party to be legalterminate any such Contracts or to make a claim or set-off against Seller, validany of its Subsidiaries or any of their respective Affiliates, binding and enforceable and in full force and effect immediately following the Closing or otherwise to amend such Contract or prevent such Contract from being renewed in accordance with the terms thereof as in effect immediately prior to the Closingits terms; and (iii) neither there are no negotiations pending or in progress to revise any Contract, other than negotiations in the Parent nor ordinary course of business intended to make the terms of certain Contracts more favorable to Seller and its Subsidiaries. The Seller has not received any Subsidiary norwritten notice of default, to the knowledge of the Parent, any other party, is in breach or violation oftermination, or default under, nonrenewal under any such agreement, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent or any Subsidiary or, to the knowledge of the Parent, any other party under such contractContract listed on Schedule ‎3.6.

Contracts. (ai) Section 3.16 Neither Premcor nor any of the Parent Disclosure Schedule lists the following agreements its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to which the Parent employment of any directors, officers or employees other than in the ordinary course of business consistent with past practice, (B) that, upon the consummation or stockholder approval of the transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Valero, Premcor, the Surviving Corporation or any Subsidiary of their respective Subsidiaries, (C) that is a party “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Premcor SEC Documents filed prior to the date of this Agreement: , or (iD) that materially restricts the conduct of any agreement line of business by Premcor or any of its Subsidiaries (including geographical restrictions) or group upon consummation of related agreements) for the lease Merger will materially restrict the ability of personal property from Valero, the Surviving Corporation or any of their respective Subsidiaries to third parties;engage in any line of business (including geographical restrictions). Each contract, arrangement, commitment or understanding of the type described in this Section 4.1(j), whether or not set forth in the Premcor Disclosure Schedule or in such Premcor SEC Documents, is referred to herein as a “Premcor Contract.” (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over Each Premcor Contract is valid and binding on Premcor and any of its Subsidiaries that is a period of more than one yearparty thereto, as applicable, and in full force and effect, (B) which involves more than the sum of $5,000, or (C) in which the Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any Premcor and each of its assetsSubsidiaries has in all material respects performed all obligations required to be performed by it to date under each Premcor Contract, tangible except where such noncompliance, either individually or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officerin the aggregate, director or stockholder of the Parent or any Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would not reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchaseEffect on Premcor, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Business. (b) The Parent has delivered or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (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 (iiiC) neither the Parent Premcor nor any Subsidiary nor, to the knowledge of the Parent, any other party, is in breach or violation its Subsidiaries knows of, or has received notice of, the existence of any event or condition that constitutes, or, after notice or lapse of time or both, will constitute, a material default under, on the part of Premcor or any of its Subsidiaries under any such agreementPremcor Contract, and no event has occurredexcept where such default, is pending or, to either individually or in the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwiseaggregate, would constitute not reasonably be expected to have a breach or default by the Parent or any Subsidiary or, to the knowledge of the Parent, any other party under such contractMaterial Adverse Effect on Premcor.

Contracts. (a) Other than any Contract filed as an exhibit to the Company SEC Documents, neither the Company nor any of its Subsidiaries is a party to or bound by any Contract that is of a nature required to be filed as an exhibit to a report or filing under the Securities Act or Exchange Act. Section 3.16 3.15(a) of the Parent Company Disclosure Schedule lists Letter sets forth a true and complete list of each of the following agreements (written or oral) Contracts to which the Parent Company or any Subsidiary of its Subsidiaries is a party as or by which the Company or any of the date its Subsidiaries or any of this Agreement:their assets or businesses are bound (and any amendments, supplements and modifications thereto): (i) any agreement (or group Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of related agreements) for Regulation S-K under the lease of personal property from or to third partiesSecurities Act; (ii) any agreement (Contract that is a non-competition Contract or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services other Contract that (A) purports to limit in any material respect either the Company’s or its Subsidiaries’ ability to compete in any type of business in which calls for performance over a period the Company or any of more than one yearthe Subsidiaries of the Company (or, after the Effective Time, Parent or any of its Subsidiaries) or any of their respective Affiliates, may engage or the manner or geographic area in which any of them may so engage in any business, (B) which involves more than would require the sum disposition of $5,000any material assets or line of business of the Company or any of its Subsidiaries (or, after the Effective Time, Parent or any of its Subsidiaries) or any of their respective Affiliates as a result of the consummation of the transactions contemplated by this Agreement, (C) in which the Parent or any Subsidiary has granted manufacturing rights, is a Contract that grants “most favored nation” pricing provisions or exclusive marketing similar status that, following the Effective Time, would apply to Parent or distribution rights relating any of its Subsidiaries, including the Company or any of its Subsidiaries; (D) contains any “exclusivity” or similar provision or otherwise prohibits or limits, in any material respect, the right of the Company or any of its Subsidiaries (or, after the Effective Time, would prohibit or limit, in any material respect, the right of Parent or any of its Subsidiaries) to make, sell, market, advertise or distribute any products or territory services or has agreed use, transfer, license, distribute or enforce any of their respective Intellectual Property rights; (E) obligates the Company or any of its Subsidiaries to purchase or obtain a minimum quantity or specified amount of goods any product or services service from any Person; or has agreed (F) that involves the obligation or potential obligation of the Company or any of its Subsidiaries to purchase goods make any “earn-out” or services exclusively from a certain partysimilar payments to any Person; (iii) any agreement establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) Contract under which it any Acquired Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $2,500,000 (including capitalized lease obligationsexcept for such indebtedness between the Acquired Companies or guaranties by any Acquired Company of indebtedness of any Acquired Company); (iv) involving more than $5,000 any Contract relating to any material joint venture or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangiblepartnership; (v) any agreement concerning confidentiality Contract under which the Company or noncompetitionany of its Subsidiaries made or received payments of more than $5,000,000 during the fiscal year ended August 31, 2014 or reasonably expects to make or receive payments of more than $5,000,000 for the fiscal year ending August 31, 2015 and, in either case, is not terminable upon notice of 30 days or less without penalty; (vi) any Contract that restricts or prohibits the Company or any Subsidiary of the Company (or after the Effective Time would restrict or prohibit Parent or any of its Subsidiaries) from hiring or soliciting any individual to perform employment or consulting agreementservices; (vii) any Contract relating to any material dealer, reseller, remarketer, distribution, joint marketing, affiliate or development, delivery, manufacturing or similar agreement involving any officer, director or stockholder of under which the Parent Company or any Affiliate thereofof its Subsidiaries made payments of more than $5,000,000 during the fiscal year ended August 31, 2014; (viii) any agreement under which Contract that contains a standstill or similar restriction enforceable against the consequences Company or any of a default or termination would reasonably be expected to have a Parent Material Adverse Effectits Subsidiaries; (ix) any agreement which contains any provisions requiring Contract for the Parent lease of real property by the Company or any Subsidiary of its Subsidiaries that by its terms calls for aggregate annual rent payments of more than $1,000,000 by the Company and its Subsidiaries; (x) any employment Contract that requires aggregate payments with respect to annual salary and target bonus in excess of $1,000,000 on an annual basis and is not terminable without cause by the Company or any of its Subsidiaries by notice of not more than 30 days and without any termination payment or penalty, or any severance Contract; (xi) any collective bargaining agreement or other Contract with any labor organization, union or association; (xii) any Contract that grants any rights of first refusal, rights of first negotiation or other similar rights to any person with respect to any material asset of the Company and its Subsidiaries; (xiii) any Contract that relates to any material interest rate, derivatives or hedging transaction (including with respect to commodities); (xiv) any Contract that relates to the acquisition or disposition of any business, capital stock or assets (whether by merger, sale of stock, sale of assets or otherwise), other than a Contract to purchase goods or services in the ordinary course of business, under which the Company or any of its Subsidiaries has any outstanding contingent or other obligations that are material to the Company and its Subsidiaries, taken as a whole; (xv) any Contract in which the Company purports to indemnify or hold harmless any director, officer or employee of the Company or any of its Subsidiaries (other party thereto (excluding indemnities contained in agreements for than the purchase, sale Company Constituent Documents or license organizational documents of products entered into in the Ordinary Course of BusinessCompany’s Subsidiaries); and (xxvi) any Contract to which any holder of capital stock or other agreement (securities of the Company is a party or group that is required to be disclosed by the Company pursuant to Item 404 of related agreementsRegulation S-K under the Securities Act. Each such Contract as described in this Section 3.15(a) either involving more than $5,000 or not entered into Section 3.18(c) or listed in Section 3.15(a) or Section 3.18(c) of the Ordinary Course of BusinessCompany Disclosure Letter, a “Material Contract”. (b) The Parent has delivered or True and complete copies of all Material Contracts of the Company and its Subsidiaries have been made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (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 all applicable Laws. For purposes of this Agreement, “Contract” means any note, bond, mortgage, indenture, contract, arrangement, undertaking, purchase order, bid, agreement, lease or other instrument or obligation (whether written or oral), together with all amendments thereto. Each Material Contract is valid and binding on the terms thereof as in effect immediately prior to the Closing; Company and (iii) neither the Parent nor any Subsidiary noreach of its Subsidiaries party thereto and, to the knowledge of the ParentCompany, any other partyparty thereto, and is in breach full force and effect, except in each case for such failures to be valid and binding or violation ofto be in full force and effect that, individually or default underin the aggregate, any such agreementhave not had, and could not reasonably be expected to have, a Material Adverse Effect. Except, individually or in the aggregate, as has not had, and could not reasonably be expected to have, a Material Adverse Effect, and except as set forth in Section 3.15(b) of the Company Disclosure Letter, there is no event has occurred, is pending default under any Contract by the Company or any of its Subsidiaries party thereto or, to the knowledge of the ParentCompany, is threatenedany other party thereto, which, after and no event has occurred that with the lapse of time or the giving of notice, with lapse of time, notice or otherwise, both would constitute a breach or default thereunder by the Parent Company or any Subsidiary of its Subsidiaries party thereto or, to the knowledge of the ParentCompany, any other party under such contractthereto.

Contracts. (a) Section 3.16 3.16(a) of the Parent Company Disclosure Schedule Letter, together with the Contracts identified on the lists of exhibits to the Company SEC Documents, lists each Contract of the following agreements (written or oral) types to which the Parent Company or any Subsidiary of its Subsidiaries is a party or by which any of their respective properties or assets is bound as of the date of this Agreementhereof: (i) any agreement (or group Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of related agreements) for Regulation S-K under the lease of personal property from or to third partiesExchange Act; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services Contract that (A) which calls for performance over a period materially limits the ability of more than one yearthe Company or any of its Subsidiaries (or, following the consummation of the Transactions, would reasonably be expected to materially limit the ability of Parent or any of its Subsidiaries, including the Surviving Company or the Opco Surviving Company) to compete in any line of business or with any Person or in any geographic area (including any Contract containing any area of mutual interest (but excluding areas of mutual interest under joint operating agreements), joint bidding area, joint acquisition area or non-compete or similar type of restriction), (B) which involves more than materially restricts the sum right of $5,000the Company or any of its Subsidiaries (or, following the consummation of the Transactions, would reasonably be expected to materially limit the ability of Parent or any of its Subsidiaries, including the Surviving Company or the Opco Surviving Company) to sell to or purchase from any Person any products or services, or use, transfer or distribute, or enforce any of their rights with respect to, any of their material assets, or (C) in which grants the Parent other party or any Subsidiary has granted manufacturing rights, third Person “most favored nation” status with respect to any material obligation (other than pursuant to customary royalty pricing provisions in Oil and Gas Leases or exclusive marketing customary preferential rights in joint operating agreements, unit agreements or distribution rights relating to participation agreements affecting the Oil and Gas Properties of the Company or 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 partyits Subsidiaries); (iii) any agreement establishing a material joint venture, partnership or limited liability agreement, other than any customary joint ventureoperating agreements, unit agreements or participation agreements affecting the Oil and Gas Properties of the Company or any of its Subsidiaries; (iv) any agreement (Contract that constitutes a commitment of the Company or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assetsSubsidiaries relating to Indebtedness and having an outstanding principal amount in excess of $35,000,000, tangible other than agreements solely between or intangibleamong the Company and its Subsidiaries; (v) any agreement concerning confidentiality Contract involving any pending acquisition or noncompetitiondisposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests for aggregate consideration (in one or a series of transactions) under such Contract of $35,000,000 or more (other than acquisitions or dispositions of inventory or the purchase or sale of Hydrocarbons, in each case, in the ordinary course of business consistent with past practice); (vi) any employment Contract that by its terms calls for aggregate payment or consulting agreementreceipt by the Company and its Subsidiaries under such Contract of more than $35,000,000 over the remaining term of such Contract; (vii) any agreement involving any officer, director or stockholder of Contract pursuant to which the Parent Company or any Affiliate thereofof its Subsidiaries has continuing indemnification, guarantee, “earn-out” or other similar contingent payment obligations, in each case that would reasonably be expected to result in payments in excess of $35,000,000; (viii) any Contract that obligates the Company or any of its Subsidiaries to make any future capital commitment, loan or expenditure in an amount in excess of $35,000,000, other than customary joint operating agreements, unit operating agreements or continuous development obligations under Oil and Gas Leases; (ix) any Contract between the Company or any of its Subsidiaries, on the one hand, and any Affiliate thereof other than any Subsidiary of the Company, on the other hand; provided, that, solely for purposes of clause (ix) of this Section 3.16(a), the term “Affiliate” shall exclude any portfolio company of Quantum Energy Partners or any of its affiliated investment funds; (x) any Contract that requires the consent of a third party in connection with the consummation of the Transactions or that would or would reasonably be expected to prevent, materially delay or impair, or otherwise be affected by, the consummation of the Transactions (including, in each case, due to a provision relating to a “change of control”); (xi) each joint development agreement, exploration agreement, participation, farmout, farmin or program agreement or similar contract requiring the Company or any of its Subsidiaries to make expenditures that would reasonably be expected to exceed $35,000,000 in the aggregate during the 12-month period following the date of this Agreement, other than customary joint operating agreements and continuous development obligations under Oil and Gas Leases; (xii) each Contract for any Derivative Transaction with a notional value in excess of $35,000,000; (xiii) any Contract that contains a “take-or-pay” clause or any similar material prepayment or forward sale arrangement or obligation (excluding “gas balancing” arrangements associated with customary joint operating agreements) to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor; (xiv) each Contract that is a transportation, gathering, processing, purchase, sale, storage or other arrangement downstream of the wellhead to which the consequences Company or any of its Subsidiaries is a default party involving (A) the transportation, gathering, processing, purchase, sale or termination storage of more than 75 MMcf of gaseous Hydrocarbons per day, or 5,000 barrels of liquid Hydrocarbons per day, or (B) that provides for (i) an acreage dedication in excess of 5,000 gross surface acres, (ii) a minimum volume commitment in excess of 50 MMcf of gaseous Hydrocarbons per day or 5,000 barrels of liquid Hydrocarbons per day or (iii) a capacity reservation fee (x) that has a remaining term of greater than 60 days and does not allow the Company or such Subsidiary to terminate it without penalty on 60 days’ (or less) notice and (y) that could reasonably be expected to result in the payment by the Company or any of its Subsidiaries of an amount in excess of $35,000,000 over the remaining term of such agreement; (xv) each Contract to which the Company or any of its Subsidiaries is a party for the purchase, sale, swap or exchange of minerals or mineral rights having a value in excess of $35,000,000, in each case, for which such purchase, sale, swap or exchange of minerals or mineral rights remain pending (and excluding, for the avoidance of doubt, the purchase and sale of Hydrocarbons in the ordinary course of business consistent with past practices); (xvi) any Contract (other than Oil and Gas Leases) pursuant to which the Company or any of its Subsidiaries has paid amounts associated with any Production Burden in excess of $35,000,000 in the aggregate during the immediately preceding fiscal year which will be binding on the Company or any of its Subsidiaries following the consummation of the Transactions or with respect to which the Company reasonably expects that it and/or one of its Subsidiaries will make payments associated with any Production Burden in any of the next three succeeding fiscal years that could, based on current projections, exceed $35,000,000 in the aggregate in any such year; or (xvii) each Contract for lease of personal property or real property (other than Oil and Gas Properties) involving payments in excess of $35,000,000 in any calendar year or aggregate payments in excess of $125,000,000 that is not terminable without penalty or other liability to the Company (other than any ongoing obligation pursuant to such contract that is not caused by any such termination) within 90 days, other than Contracts related to drilling rigs. Each contract of the type described in clauses (i) through (xvii) is referred to herein as a “Company Material Contract.” (b) Except for matters which, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect (provided, that clause (D) of the definition of “Material Adverse Effect; (ix” shall be disregarded for purposes of this Section 3.16(b)) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Business. (b) The Parent has delivered or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) each Company Material Contract is valid and binding on the agreement Company and any of its Subsidiaries to the extent such Subsidiary is legala party thereto, validas applicable, binding and enforceable to the knowledge of the Company, each other party thereto, and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and is in full force and effect immediately following the Closing and enforceable in accordance with the terms thereof its terms, subject, as in effect immediately prior to the Closing; enforceability, to Creditors’ Rights, and (iiiii) neither there is no pending or unresolved default under any Company Material Contract by the Parent nor Company or any Subsidiary nor, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending its Subsidiaries or, to the knowledge of the ParentCompany, is threatenedany other party thereto, whichand no event or condition has occurred that remains pending or unresolved that constitutes, or, after the giving of notice, with notice or lapse of time, time or otherwiseboth, would constitute reasonably be expected to constitute, a breach or default by on the Parent part of the Company or any Subsidiary of its Subsidiaries or, to the knowledge of the ParentCompany, any other party thereto under any such contractCompany Material Contract, nor has the Company or any of its Subsidiaries received any notice of any such default, event or condition. The Company has made available to Parent true and complete copies of all Company Material Contracts.

Contracts. (a) Section 3.16 2.07(a) of the Parent Seller Disclosure Schedule lists the following agreements (written or oral) to which the Parent or any Subsidiary Letter contains a list of each Rochas Contract that is a party in effect as of the date of this Agreement:Agreement and that falls in one or more of the following categories (collectively, whether or not scheduled, the “Rochas Material Contracts”): (i) a Contract (x) containing covenants binding upon Seller or its Subsidiaries that restrict during any agreement period of time the ability of Seller or any of its Subsidiaries to compete or engage in any business or geographic area or in any way purport to restrict Seller or its Subsidiaries’ business activity or limit the freedom of Seller or any of its Subsidiaries to engage in any line of business and (y) that would bind Acquiror or group any of related agreements) for its Affiliates following the lease Closing by virtue of personal property from or to third partiesthe transactions contemplated by this Agreement; (ii) a Contract containing any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in which the Parent or any Subsidiary has granted manufacturing rights, “most favored nationnations,” pricing provisions exclusivity or exclusive marketing similar right or distribution rights relating undertaking in favor of any party other than Seller and its Subsidiaries with respect to any products or territory or has agreed to purchase a minimum quantity of material goods or services purchased or has agreed to purchase goods sold by Seller or services exclusively from a certain partyits Subsidiaries and that would bind Acquiror or any of its Affiliates following the Closing by virtue of the transactions contemplated by this Agreement; (iii) a lease, sublease or similar Contract with any agreement establishing Person under which Seller or any of its Subsidiaries is a partnership lessor or joint venturesublessor of, or makes available for use to any Person, any Rochas Facilities; (iv) any agreement (a license or group of related agreements) sublicense Contract under which it has created, incurred, assumed Seller or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assetsSubsidiaries is licensee or licensor, tangible or intangiblesub-licensee or sub-licensor of any material Intellectual Property used in the Rochas Business other than licenses to any shrink wrap, click wrap or other software that is generally commercially available and not customized; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Parent or any Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements Contract for the purchasesale of any material Acquired Asset or collection of Acquired Assets that are material to the Rochas Business in the aggregate, sale or license of products other than Contracts entered into in the Ordinary Course of Business); andthe Rochas Business that provide for the sale of Rochas Inventory (including any finished goods or work-in-process) or obsolete equipment; (xvi) any other agreement (or group a Contract involving the payment of related agreements) either involving more than $5,000 2,500,000 relating exclusively to the Rochas Business for the purchase of materials, supplies, goods, services, equipment or other assets and that is (A) with any vendor from whom Seller or any of its Subsidiaries purchased more than $2,500,000, in the aggregate in respect of the Rochas Business, in the fiscal year ended June 30, 2014, or would reasonably be expected to provide for the purchase of more than $2,500,000 in the aggregate in respect of the Rochas Business, in the fiscal year ended June 30, 2015 or any future 12-month period ended June 30 and (B) not entered into terminable at will by Seller or any of its Subsidiaries (or the Acquiror following the Closing) on less than 60 days’ notice without penalty; (vii) a Contract with a customer of the Rochas Business that involves, or would reasonably be expected to involve, (A) the payment of more than $2,500,000 by such customer to the Rochas Business in the fiscal year ended June 30, 2014 or any future 12-month period ended June 30 (other than purchase orders submitted in the Ordinary Course of the Rochas Business) or (B) the payment of more than $2,500,000 to such customer by the Rochas Business in the fiscal year ended June 30, 2015 or any future 12-month period ended June 30 pursuant to a “joint business plan” or other similar incentive arrangement; (viii) a Contract relating to any Indebtedness to a third party that individually is in excess of $2,500,000; (ix) a Contract under which (A) any Person has directly or indirectly guaranteed or assumed Indebtedness, liabilities or obligations of the Rochas Business or (B) the Rochas Business has directly or indirectly guaranteed or assumed Indebtedness, Liabilities or obligations of another Person, in each case in excess of $2,500,000; (x) a material settlement or compromise of any suit, claim, proceeding or dispute relating to the Rochas Business that would materially and adversely impact the Rochas Business at or following the Closing; (xi) a Contract (however denominated) establishing or providing for any material partnership, strategic alliance, joint venture or material collaboration or involving a sharing of profits, losses, costs or liabilities by Seller with any other Person; (xii) a Contract involving performance of services or delivery of goods or materials of an amount or value in excess of $2,500,000 and requiring one or more Consents (other than by the Seller or Seller Group) in order to be Conveyed to the Acquiror; (xiii) each power of attorney of Seller that is currently effective and outstanding and that would bind Acquiror or any of its Affiliates following the Closing by virtue of the transactions contemplated by this Agreement; (xiv) each Contract calling for capital expenditures in excess of $2,500,000 that would bind Acquiror or any of its Affiliates following the Closing by virtue of the transactions contemplated by this Agreement; and (xv) any other Contract not made in the Ordinary Course of the Rochas Business that is material to the Rochas Business. (b) The Parent has delivered or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement Each Rochas Material Contract is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing and is enforceable by and against Seller or one of its Subsidiaries in accordance with the terms thereof its terms, except as in effect immediately prior has not been and would not reasonably be expected to be material to the Closing; Rochas Business. Each of Seller and (iii) neither its Subsidiaries has performed all obligations required to be performed by it to date under the Parent nor any Subsidiary norRochas Material Contracts to which it is a party and is not in breach of or default thereunder and, to the knowledge Knowledge of the ParentSeller, no other party to any other party, Rochas Material Contract is in breach or violation of, of or default underthereunder in any respect that would reasonably be expected to be, individually or in the aggregate, material to the Rochas Business. (c) Neither the Seller nor any of its Subsidiaries has received any written notice (including email) that the counterparty to any Rochas Material Contract is seeking to renegotiate any material term of such agreementcontract, including material amounts paid or payable thereunder, nor has Seller nor any of its Subsidiaries given written notice (including email) to the counterparty to any Rochas Material Contract seeking to renegotiate any material term of such contract, including material amounts paid or payable thereunder, nor is any renegotiation of any material term of a Rochas Material Contract, including material amounts paid or payable thereunder, underway. (d) Seller has made available to Acquiror a true, complete and no event has occurred, is pending correct copy of each Rochas Material Contract (or, to the knowledge if such Contract is not in written form, a true and correct summary of the Parentmaterial terms thereof), is threatenedincluding any material amendment, which, after the giving of notice, with lapse of time, supplement and modification (whether oral or otherwise, would constitute a breach or default by the Parent or any Subsidiary or, to the knowledge of the Parent, any other party under such contractwritten) in respect thereof.

Contracts. (a) Section 3.16 As of the Parent Disclosure Schedule lists Agreement Date, none of the following agreements (written or oral) to which the Parent Company or any Company Subsidiary is a party to any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act (a “Filed Company Contract”) that has not been so filed. (b) Section 3.17(b) of the Company Disclosure Letter sets forth, as of the date Agreement Date, an accurate and complete list of this Agreementthe following Contracts of the Company or any Company Subsidiary, and (other than any Filed Company Contract that has been filed with the SEC in unredacted form prior to the Agreement Date) the Company has Made Available accurate and complete copies of each such Contract: (i) each Contract (A) that resulted in aggregate payments by the Company or the Company Subsidiaries in excess of $3,000,000 in the Company’s fiscal year ended March 31, 2020 or (B) under which the Company or any agreement (or group of related agreements) for its Subsidiaries is contractually obligated to make payments in excess of $10,000,000 in the lease of personal property from or to third partiesaggregate after the Agreement Date; (ii) any agreement (In-bound License, Third Party IP Contract or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in which the Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partyOut-bound License; (iii) any agreement establishing all material research and development Contracts, Clinical Trial agreements, clinical research agreements, manufacture or supply agreements, distribution agreements, or similar Contracts, in each case relating to a partnership or joint ventureProduct Candidate; (iv) all leases, subleases, sub-subleases and licenses to which the Company or any agreement Company Subsidiary is a party with respect to real property (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible“Real Estate Leases”); (v) any agreement concerning confidentiality or noncompetitionall leases of personal property involving annual payments in excess of $500,000; (vi) any employment Contract pursuant to which the Company or consulting agreementany Company Subsidiary has continuing obligations or interests involving (1) the achievement of regulatory or commercial milestones or other similar contingent payments in excess of $3,000,000 or (2) payment of royalties or other amounts calculated based upon any revenues or income of the Company or a Company Subsidiary that cannot be terminated by the Company or a Company Subsidiary without penalty or further payment without more than 90 days’ notice; (vii) any agreement involving Contract relating to the disposition of any officerbusiness or material assets other than the sale of products or services in the ordinary course of business (whether by merger, director sale of stock, sale of assets or stockholder otherwise) by the Company or any of the Parent or any Affiliate thereofCompany Subsidiaries; (viii) any agreement under which Contract relating to the consequences acquisition of a default any business or termination would reasonably be expected to have a Parent Material Adverse Effectassets (whether by merger, sale of stock, sale of assets or otherwise), other than purchases of supplies, inventory and equipment in the ordinary course of business consistent with past practice, that (A) the Company or any of its Subsidiaries has entered into since January 1, 2018 or (B) contains any outstanding non-competition, earn-out or other contingent payment obligations or any other outstanding material obligation of the Company or any of the Company Subsidiaries; (ix) any Contract for a joint venture, partnership, strategic alliance or similar agreement or arrangement; (x) each Contract pursuant to which contains any provisions requiring amount of Indebtedness of the Company or any of the Company Subsidiaries is outstanding or may be incurred by its terms, other than any such agreement solely between or among the Company and the wholly owned Company Subsidiaries or between or among wholly owned Company Subsidiaries; (xi) any Contract granting a Lien (other than a Permitted Lien) over the property or assets of the Company or any of the Company Subsidiaries; (xii) other than with Parent or any of its Affiliates, any stockholders’, investors rights’, registration rights or similar Contract that provides for voting obligations, registration rights, sale restrictions or transfer restrictions with respect to of any equity securities or voting interests in the Company or a Company Subsidiary, providing any Person with any preemptive right, right of participation, information right or similar right with respect to any equity securities or voting interests in the Company or a Company Subsidiary, or providing the Company or a Company Subsidiary with any right of first refusal with respect to, or right to repurchase or redeem, any equity securities or voting interests in the Company or a Company Subsidiary, other than, with respect to any right to repurchase or redeem equity securities in the Company, in connection with any Company Share Award issued under the Company Share Plan; (xiii) any Contract (A) containing any provision or covenant that materially limits the freedom of the Company or any of the Company Subsidiaries to (x) sell any products or services of or to any other Person or in any geographic region, (y) engage in any line of business, or (z) compete with or to obtain products or services from any Person or limiting the ability of any Person to provide products or services to the Company or any of its Subsidiaries other than Contracts containing customary provisions restricting solicitation of employees and agreements with recruiting agencies pursuant to which such agencies are granted the exclusive right to identify candidates for employment, (B) requiring the Company or a Company Subsidiary to indemnify deal exclusively with, or to purchase its total requirements of any product or service from, a third party or that contain “take or pay” provisions or that provide rights of first refusal, first offer or similar preferential rights to any supplier, distributor or contractor, or (C) containing a “most-favored-nation,” or best pricing or other party thereto (excluding indemnities contained in agreements for the purchase, sale similar term or license of products entered into in the Ordinary Course of Business)provision; and (xxiv) each material Contract between the Company or any of the Company Subsidiaries, on the one hand, and, on the other agreement hand, any (A) present executive officer or group director of related agreementseither the Company or any of the Company Subsidiaries, (B) either involving record or beneficial owner of more than $5,000 5% of the Common Shares outstanding as of the Agreement Date (other than Parent, Sumitomo or any of their respective Affiliates) or (C) to the Knowledge of the Company, any Affiliate or “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any such officer, director, or beneficial owner) (other than Parent, Sumitomo or any of their respective Affiliates); provided that the following Contracts will not entered into in be required to be listed on Section 3.17(b) of the Ordinary Course of Business. (b) The Parent has delivered or Company Disclosure Letter, will not be required to made available to Parent pursuant to this Section 3.17(b), and will not be deemed a “Material Contract” for any purposes hereunder (whether or not a Filed Company Contract): (1) any Company Benefit Plan, or (2) any Contract between the Company, on the one hand, and one or more wholly owned Company Subsidiaries, on the other hand, or between one or more wholly owned Company Subsidiaries (any such Contract in clauses (1) or (2), an “Excluded Contract”). Each Contract described in this Section 3.17(b) and each Filed Company Contract, in each case, other than any Excluded Contract, is referred to herein as a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: “Material Contract.” (c) Each Material Contract is (i) the agreement is legal, a valid, binding and legally enforceable obligation of the Company or one of the Company Subsidiaries, as the case may be, and, to the Knowledge of the Company, of the other parties thereto, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and in full force by general principles of equity, and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following in all material respects, except, in the Closing case of clauses (i) or (ii), with respect to any Material Contract which expires by its terms (as in effect as of the Agreement Date) or which is terminated in accordance with the terms thereof as by any party thereto in effect immediately prior to the Closing; and (iii) neither the Parent nor any Subsidiary nor, to the knowledge ordinary course of business consistent with past practice. None of the Parent, Company or any other party, Company Subsidiary is in breach (with or violation of, without notice or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a both) in material breach or material default by under any such Material Contract and no event has occurred that gives any third party to a Material Contract the Parent right to accelerate the maturity or performance of any Subsidiary orMaterial Contract or the right to cancel, to terminate or materially modify any Material Contract. To the knowledge Knowledge of the ParentCompany, any no other party to any such Material Contract is (with or without notice or lapse of time, or both) in material breach or material default thereunder (and neither the Company nor any Company Subsidiary has waived or failed to enforce any material rights or material benefits under such contractany Material Contract).

Contracts. (a) Section 3.16 As of the Parent Disclosure Schedule lists the following agreements (written or oral) to which the Parent or date of this Agreement, neither Cedar nor any Cedar Subsidiary is a party to any Contract required to be filed by Cedar as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act (a “Filed Cedar Contract”) that has not been so filed. (b) Section 3.14 of the Cedar Disclosure Letter sets forth, as of the date of this Agreement: , a true and complete list, and Cedar has made available to Pine true and complete copies, of (i) other than Cedar Permits imposing geographical limitations on operations, each agreement, Contract, understanding, or undertaking to which Cedar or any agreement (of the Cedar Subsidiaries is a party that restricts in any material respect the ability of Cedar or group of related agreements) for the lease of personal property from its Affiliates to compete in any business or to third parties; with any Person in any geographical area, (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one yeareach loan and credit agreement, (B) which involves more than the sum of $5,000Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, or (C) in other similar agreement pursuant to which the Parent any material Indebtedness of Cedar or any Subsidiary has granted manufacturing rightsof the Cedar Subsidiaries is outstanding or may be incurred, “most favored nation” pricing provisions other than any such agreement between or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; among Cedar and the wholly owned Cedar Subsidiaries, (iii) each partnership, joint venture or similar agreement, Contract, understanding or undertaking to which Cedar or any agreement establishing of the Cedar Subsidiaries is a party relating to the formation, creation, operation, management or control of any partnership or joint venture; venture or to the ownership of any equity interest in any entity or business enterprise other than the Cedar Subsidiaries, in each case material to Cedar and the Cedar Subsidiaries, taken as a whole, (iv) each indemnification, employment, consulting, or other material agreement, Contract, understanding or undertaking with (x) any agreement member of the Cedar Board or (or group y) any executive officer of related agreements) under which it has createdCedar, incurredin each case, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness other than those Contracts filed as exhibits (including capitalized lease obligationsexhibits incorporated by reference) involving to any Filed Cedar SEC Documents or Contracts terminable by Cedar or any of the Cedar Subsidiaries on no more than $5,000 30 days’ notice without liability or under which it has imposed (financial obligation to Cedar or may impose) a Security Interest on any of its assetsthe Cedar Subsidiaries, tangible or intangible; (v) each agreement, Contract, understanding or undertaking relating to the disposition or acquisition by Cedar or any agreement concerning confidentiality of the Cedar Subsidiaries, with obligations remaining to be performed or noncompetition; liabilities continuing after the date of this Agreement, of any material business or any material amount of assets other than in the ordinary course of business, and (vi) any employment each material hedge, collar, option, forward purchasing, swap, derivative, or consulting similar agreement;, Contract, understanding or undertaking. Each agreement, understanding or undertaking of the type described in this Section 3.14(b) and each Filed Cedar Contract is referred to herein as a “Cedar Material Contract”. (viic) any agreement involving any officerExcept for matters which, director individually or stockholder of in the Parent or any Affiliate thereof; (viii) any agreement under which the consequences of a default or termination aggregate, have not had and would not reasonably be expected to have a Parent Cedar Material Adverse Effect (it being agreed that for purposes of this Section 3.14(c), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent ” shall not be excluded in determining whether a Cedar Material Adverse Effect has occurred or any Subsidiary would reasonably be expected to indemnify any other party thereto (excluding indemnities contained in agreements for the purchaseoccur), sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Business. (b) The Parent has delivered or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) each Cedar Material Contract (including, for purposes of this Section 3.14(c), any Contract entered into after the agreement date of this Agreement that would have been a Cedar Material Contract if such Contract existed on the date of this Agreement) is legal, a valid, binding and legally enforceable obligation of Cedar or one of the Cedar Subsidiaries, as the case may be, and, to the Knowledge of Cedar, of the other parties thereto, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity, (ii) each such Cedar Material Contract is in full force and effect; (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 Parent nor none of Cedar or any Subsidiary nor, to the knowledge of the Parent, any other party, Cedar Subsidiaries is in breach (with or violation of, without notice or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a both) in breach or default by the Parent or under any Subsidiary orsuch Cedar Material Contract and, to the knowledge Knowledge of the ParentCedar, any no other party under to any such contractCedar Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder.

Contracts. (a) Section 3.16 3.15(a) of the Parent Company Disclosure Schedule lists the following agreements (written or oral) to which the Parent or any Subsidiary is a party Letter sets forth, as of the date hereof, a true, correct and complete list of this Agreementeach of the following Contracts to which the Company or any of its Subsidiaries is a party: (i) any agreement “material contract” (or group as such term is defined in Item 601(b)(10) of related agreements) for Regulation S-K of the lease of personal property from or to third partiesSEC); (ii) any agreement Contract relating to Indebtedness of the Company or any of its Subsidiaries (or group of related agreementsother than intercompany Indebtedness) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum and having an outstanding principal amount in excess of $5,000, or 500,000 in the aggregate (C) in which the Parent or any Subsidiary has granted manufacturing rightscollectively, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity Instruments of goods or services or has agreed to purchase goods or services exclusively from a certain partyIndebtedness”); (iii) any agreement establishing Contract or obligation that (A) is a partnership non-competition or joint venture; (iv) any agreement (exclusive dealing Contract or group that otherwise purports to limit or restrict the ability of related agreements) under which it has created, incurred, assumed the Company or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assetsAffiliates (including, tangible after the Closing, Parent and its Affiliates) to solicit customers or intangible; to conduct business in any market or geographic area or (vB) grants or purports to grant any agreement concerning confidentiality right of first refusal, right of first offer or noncompetition; similar right or (viC) any employment contains a “most favored nation” clause or consulting agreement; (vii) any agreement involving any officerother term providing preferential pricing or treatment to a third party, director the termination or stockholder breach of the Parent or any Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Parent Material Adverse Effectmaterial and adverse impact on the Company and its Subsidiaries, taken as a whole; (ixiv) any agreement which contains any provisions requiring Contract providing for indemnification that could reasonably be expected to result in payments in excess of $500,000 by the Parent Company or any Subsidiary to indemnify of its Subsidiaries, other than indemnity provisions in Contracts with customers or suppliers of the Company or any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products its Subsidiaries entered into in the Ordinary Course of Business); and; (v) any joint venture or partnership Contract; (vi) any Contract providing for any payments that are conditioned, in whole or in part, on a change of control of the Company or any of its Subsidiaries; (vii) any collective bargaining agreement; (viii) any Contract material to the Company and its Subsidiaries, taken as a whole, providing for the outsourcing, contract manufacturing, testing, assembly or fabrication (as applicable) of any products, technology or services of the Company or any of its Subsidiaries; (ix) any Contract material to the Company and its Subsidiaries, taken as a whole, relating to the supply of any item used by the Company or a Subsidiary that is the sole source available to supply such item; (x) any Contract material to the Company and its Subsidiaries, taken as a whole, granting the Company or any of its Subsidiaries a license, or other agreement right to use, any Intellectual Property of any third party (or group of related agreementsexcluding commercially-available, off-the-shelf software); (xi) either involving more than $5,000 or not any Contract entered into in the last five years providing for the acquisition or divestiture of a business; (xii) any Contract with any Top Supplier or Top Customer; or (xiii) any other Contract not made in the Ordinary Course of BusinessBusiness that would reasonably be expected to materially delay or prevent the consummation of the Merger or any of the transactions contemplated by this Agreement (the Contracts described in clauses (i) through (xiii), together with the Real Property Leases, being referred to herein as “Material Contracts”). (b) The Parent has delivered or True, correct and complete copies of each Material Contract have been made available to Parent. Each Material Contract is valid and binding on the Company a complete and accurate copy each of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (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 Parent nor any Subsidiary norits Subsidiaries party thereto and, to the knowledge of the ParentCompany, any other partyparty thereto, except for such failures to be valid and binding that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, there is in no breach or violation of, default under any Material Contract by the Company or default under, any such agreement, and no event has occurred, is pending of its Subsidiaries party thereto or, to the knowledge of the ParentCompany, is threatenedany other party thereto, whichand no event has occurred that, after with the lapse of time or the giving of notice, with lapse of time, notice or otherwiseboth, would constitute a breach or default thereunder by the Parent Company or any Subsidiary of its Subsidiaries party thereto or, to the knowledge of the ParentCompany, any other party thereto. (c) There are no provisions in any Instrument of Indebtedness that provide any restrictions on the repayment of the outstanding Indebtedness thereunder, or that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in the event of the repayment of the outstanding Indebtedness thereunder prior to expiration. “Indebtedness” means, with respect to any Person, all obligations (including all obligations in respect of principal, accrued interest, penalties, prepayment penalties, fees and premiums) of such Person (i) for borrowed money, (ii) evidenced by notes, bonds, debentures or similar instruments, (iii) for the deferred purchase price of property, goods or services (other than trade payables or accruals incurred in the Ordinary Course of Business), (iv) under capital leases (in accordance with GAAP), (v) in respect of letters of credit, (vi) under interest rate or currency swap or other derivative or hedging instruments and transactions (valued at the termination value thereof), (vii) secured by any Lien on property or assets owned by such contractPerson, whether or not the obligations secured thereby have been assumed, (viii) under any sale and lease back transaction, Contract to repurchase securities sold or other similar financing transaction and (ix) in the nature of guarantees of the obligations described in clauses (i) through (viii) above of any other Person.

Contracts. (a) Section 3.16 of the Parent Company Disclosure Schedule Letter lists each Contract of the following agreements (written or oral) types to which the Parent or any Subsidiary is a party which, as of the date hereof, the Company or any of this Agreementits Subsidiaries is a party or by which any of their respective properties or assets is bound: (i) any agreement (Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or group of related agreements) for disclosed by the lease of personal property from or to third partiesCompany on a Current Report on Form 8-K; (ii) any agreement Contract that limits the ability of the Company or any of its Subsidiaries (or group or, following the consummation of related agreements) for the purchase or sale Merger and the other transactions contemplated by this Agreement and each Ancillary Agreement, would limit the ability of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in which the Parent or any Subsidiary has granted manufacturing rightsof its Subsidiaries, including the Surviving Company) to compete in any line of business or with any Person or in any geographic area, or that restricts the right of the Company and its Subsidiaries (or, following the consummation of the Merger and the other transactions contemplated by this Agreement and each Ancillary Agreement, would limit the ability of Parent or any of its Subsidiaries, including the Surviving Company) to sell to or purchase from (subject to the provisions of the R&D Law and the terms of the IIA grants), or do business with, any Person, or to solicit or hire any Person, or that grants the other party or any third Person “most favored nation” pricing provisions status or exclusive marketing any type of special discount rights; provided, solely in the case of Contracts limiting the Company’s or distribution rights relating its Subsidiaries’ ability to any products solicit Persons for employment, solely in a manner that would reasonably be expected to be material to the Company, its Subsidiaries, Parent 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 partyits Subsidiaries (including the Surviving Company); (iii) any agreement establishing Contract with respect to the formation, creation, operation, management or control of a partnership or joint venture, partnership, limited liability or other similar agreement or arrangement (other than with respect to any wholly owned Subsidiary of the Company); (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangibleContract relating to Indebtedness; (v) any agreement concerning confidentiality Contract involving the acquisition or noncompetitiondisposition, directly or indirectly (by merger or otherwise), of assets or share capital or other equity interests for aggregate consideration (in one or a series of transactions) under such Contract of $250,000 or more (other than acquisitions or dispositions of inventory in the ordinary course of business consistent with past practice); (vi) each Contract that the Company reasonably expects will individually require aggregate expenditures by the Company and/or any employment of its Subsidiaries in the twelve (12) month period immediately following the date of this Agreement of more than $250,000, and which by its terms does not terminate or consulting agreementis not terminable without penalty by the Company or any of its Subsidiaries, as applicable, upon thirty (30) days’ or less prior notice; (vii) each Contract involving payments of (A) at least $100,000 in any agreement involving year with a distributor or (B) at least $250,000 in any officeryear with any sales representative, director broker, manufacturer’s representative, or stockholder advertising arrangement, in each case that by its express terms is not terminable by the Company or any Subsidiary of the Parent Company at will or any Affiliate thereofby giving notice of thirty (30) days or less, without liability; (viii) each Contract that relates to the research, development, distribution, marketing, supply, license, collaboration, co-promotion or manufacturing of any agreement under product or component thereof requiring or otherwise involving the potential payment by or to the Company or any Subsidiary of the Company of more than (A) $250,000 in any fiscal year or (B) $500,000 in the aggregate; (ix) each material “single source” supply Contract pursuant to which goods or materials are supplied to the Company or any Subsidiary of the Company from an exclusive source; (x) any Contract pursuant to which the consequences Company or any of a default its Subsidiaries has continuing indemnification, guarantee, “earn-out” or termination other contingent payment obligations, in each case that would reasonably be expected to have a Parent Material Adverse Effectresult in payments in excess of $250,000; (ixxi) any Contract that is a license agreement, covenant not to ▇▇▇ agreement or co-existence agreement or similar agreement that is material to the business of the Company and its Subsidiaries, taken as a whole, to which contains any provisions requiring the Parent Company or any Subsidiary of its Subsidiaries is a party and licenses in Intellectual Property owned by a third party or licenses out Intellectual Property owned by the Company or its Subsidiaries or agrees not to indemnify assert or enforce Intellectual Property owned by the Company or such Subsidiary, including any inbound agreement under which Intellectual Property that covers or is incorporated in any products of the Company or any of its Subsidiaries is licensed to the Company or any of its Subsidiaries, other party thereto (excluding indemnities contained in than license agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); andsoftware that is generally commercially available; (xxii) any other agreement Contract that imposes any “standstill” obligations on the Company with respect to the acquisition of securities of another Person; (or group of related agreementsxiii) either involving more than $5,000 or any Contract not entered into in the Ordinary Course ordinary course of Business.business between the Company or any of its Subsidiaries, on the one hand, and any Affiliate thereof other than any Subsidiary of the Company; or (bxiv) The Parent has delivered or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 any material Contract with any Governmental Entity. Each contract of the Parent Disclosure Schedule. With respect to each agreement so listed: type described in clauses (i) through (xiv) is referred to herein as a “Material Contract.” (i) Each Material Contract is valid and binding on the agreement Company and any of its Subsidiaries to the extent such Subsidiary is legala party thereto, validas applicable, binding and enforceable to the knowledge of the Company, each other party thereto, and is in full force and effecteffect and enforceable in accordance with its terms (in each case, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity); (ii) the agreement will continue to be legalCompany and each of its Subsidiaries, 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 Parent nor any Subsidiary norand, to the knowledge of the ParentCompany, each other party thereto, has performed in all material respects all obligations required to be performed by it under each Material Contract; and (iii) there is no default under any other party, is in breach Material Contract by the Company or violation of, or default under, any such agreement, and no event has occurred, is pending of its Subsidiaries or, to the knowledge of the ParentCompany, is threatenedany other party thereto, whichand no event or condition has occurred that constitutes, or, after the giving of notice, with notice or lapse of time, time or otherwiseboth, would constitute constitute, a breach or default by on the Parent part of the Company or any Subsidiary of its Subsidiaries or, to the knowledge of the ParentCompany, any other party thereto under any such contractMaterial Contract, nor has the Company or any of its Subsidiaries received any written notice of any such default, event or condition. The Company has made available to Parent true and complete copies of all Material Contracts, including all amendments thereto.

Contracts. (a) Section 3.16 3.15 of the Parent Company Disclosure Schedule lists the following agreements (written or oral) to which the Parent or any Subsidiary is a party Letter lists, as of the date hereof, each of this Agreement:the following types of Contracts to which the Company or any of its Subsidiaries is a party or by which any of their respective properties is bound (such Contracts required to be so listed, the “Material Contracts”): (i) any agreement (Contract that would be required to be filed by the Company as an exhibit to a registration statement on Form S-1 or group of related agreements) for an annual report on Form 10-K filed by the lease of personal property from or to third partiesCompany; (ii) any agreement Contract that limits the ability of the Company or any of its Subsidiaries (or group or, following the consummation of related agreements) for the purchase or sale Merger and the other transactions contemplated hereby, would limit the ability of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in which the Parent or any Subsidiary has granted manufacturing rightsof its Subsidiaries, including the Surviving Corporation) to compete in any line of business or with any Person or in any geographic area, or that restricts the right of the Company and its Subsidiaries (or, following the consummation of the Merger and the other transactions contemplated hereby, would limit the ability of Parent or any of its Subsidiaries, including the Surviving Corporation) to sell to or purchase from any Person or to hire any Person, or that grants the other party or any third Person “most favored nation” pricing provisions status or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity type of goods or services or has agreed to purchase goods or services exclusively from a certain partyanalogous rights; (iii) any agreement establishing Contract with respect to the formation, creation, operation, management or control of a partnership or joint venture, partnership, limited liability company or other similar arrangement; (iv) any agreement (Contract evidencing or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangiblerelating to Indebtedness; (v) any agreement concerning confidentiality Contract pursuant to which the Company or noncompetitionany of its Subsidiaries acquired, holds or disposed of any interest (whether in fee, a leasehold, a concessions or otherwise) in real property in Mexico, or any rights to explore, mine or otherwise extract minerals, ore, metals or other substances in Mexico, including any Contract relating to the San ▇▇▇▇▇▇ Project, any Surface Agreement and any Property Lease; (vi) any employment Contract involving the acquisition or consulting agreementdisposition, directly or indirectly, of any Person or substantially all of the assets thereof; (vii) any agreement involving any officer, director Contract that by its terms provides for the aggregate payment or stockholder receipt by the Company and its Subsidiaries of more than $100,000 over the Parent or any Affiliate thereofremaining term of such Contract; (viii) any agreement under Contract pursuant to which the consequences Company or any of a default its Subsidiaries has continuing indemnification, guarantee, “earn-out” or termination would reasonably be expected to have a Parent Material Adverse Effectother contingent payment obligations; (ix) any agreement which contains any provisions requiring Contract that obligates the Parent Company or any Subsidiary of its Subsidiaries to indemnify make any capital commitment or investment in, or loan to, any Person (other party thereto (excluding indemnities contained in agreements for than the purchase, sale or license of products entered into in the Ordinary Course of BusinessCompany and its Subsidiaries); and; (x) any Contract between the Company or any of its Subsidiaries, on the one hand, and any director or officer, or direct or indirect stockholder, of the Company or any of its Subsidiaries, on the other agreement hand, excluding any Company Plan; (xi) any Contract with any Governmental Entity; (xii) any Contract that requires a notice or group consent in connection with the transactions contemplated hereby, or that otherwise contains a provision relating to “change of related agreementscontrol” or “assignment by operation of law” or an analogous provision, or that would otherwise reasonably be expected to prevent, delay or impair the consummation of the transactions contemplated hereby; and (xiii) either involving more than $5,000 or not entered into in any Contract that is otherwise material to the Ordinary Course of BusinessCompany and its Subsidiaries, taken as a whole. (b) The Parent has delivered or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) Each Material Contract is valid and binding on the agreement Company or its Subsidiaries party thereto and, to the Knowledge of the Company, each other party thereto, and is legal, valid, binding and enforceable and in full force and effecteffect and enforceable in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity); (ii) the agreement will continue Company and each of its Subsidiaries and, to the Knowledge of the Company, each other party thereto, has performed all material obligations required 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 Closingperformed by it under each Material Contract; and (iii) neither there is no material default under any Material Contract by the Parent nor Company or any Subsidiary norof its Subsidiaries or, to the knowledge Knowledge of the ParentCompany, any other party, is in breach or violation of, or default under, any such agreementparty thereto, and no event or condition has occurredoccurred that constitutes or, is pending after notice or lapse of time or both, would constitute, a material default on the part of the Company or any of its Subsidiaries or, to the knowledge Knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent or any Subsidiary or, to the knowledge of the ParentCompany, any other party under thereto, nor, as of the date hereof, has the Company or any of its Subsidiaries received any notice of any such contractmaterial default, event or condition. The Company has made available to Parent true and complete copies of all Material Contracts.

Contracts. (a) Except for this Agreement and except for any Contract filed as an exhibit to the SEC Reports, Section 3.16 4.18 of the Parent Company Disclosure Schedule lists lists, and the following agreements Company has made available to Parent true, correct and complete copies (written or oralexcept for redactions of competitive information) of, each and every Contract (in each case, determined as of the date hereof) to which the Parent Company or any Subsidiary of its Subsidiaries is a party as or by which the Company or any of its Subsidiaries or any of their respective properties or assets is bound and which is currently in effect or under which the date Company or any of this Agreementits Subsidiaries has any continuing rights or obligations: (i) any agreement (that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or group of related agreements) for disclosed by the lease of personal property from or to third partiesCompany on a Current Report on Form 8-K; (ii) any agreement (that is a license, sublicense or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in other Contract pursuant to which the Parent Company or any Subsidiary has granted manufacturing rightsof its Subsidiaries is authorized to use any third party Intellectual Property that is material to the business of the Company, excluding generally commercially available, off-the-shelf software programs (the “most favored nationLicensed-In Intellectual Property” pricing provisions and such license, sublicense or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase other Contract, a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party“Licensed-In Agreement”); (iii) that is a license, sublicense or other Contract pursuant to which any agreement establishing a partnership third party (A) is authorized to use Owned Intellectual Property that is material to the business of the Company or joint venture(B) has obtained and continues to have exclusive rights in Owned Intellectual Property that is material to the business of the Company and its Subsidiaries, other than licenses, sublicenses and other Contracts relating to Owned Intellectual Property granted in the ordinary course of business consistent with past practice; (iv) any agreement (that contains covenants that materially restrict the ability of the Company or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assetsSubsidiaries (or which, tangible following the consummation of the Merger, would materially restrict the ability of the Surviving Corporation or intangibleany of its Affiliates) to compete with any Person or in any business, geographic area or distribution or sales channel, or to sell, supply or distribute any service or product, except for any such Contract that may be canceled without material penalty by the Company or its Subsidiaries upon notice of sixty (60) days or less; (v) any agreement concerning confidentiality material partnership or noncompetitionjoint venture or pursuant to which the Company or any of its Subsidiaries has an obligation (contingent or otherwise) to make a material investment in or extension of credit to any Person; (vi) agreements for or related to (A) indebtedness for borrowed money (other than intercompany indebtedness) having an outstanding principal amount in excess of $10 million or (B) any employment exchange traded, over the counter or consulting agreement;other swap, cap, floor, collar, futures contract, forward contract, option or any other derivative financial instrument or contract not entered into in the ordinary course of business; or (vii) with respect to any agreement involving acquisition or disposition of any officer, director Person or stockholder of business or material portion thereof pursuant to which the Parent Company or any Affiliate thereof; (viii) any agreement under which the consequences of a default its Subsidiaries has continuing indemnification, “earn-out” or termination other contingent payment obligations, in each case that would reasonably be expected to have result in payments in excess of $10 million. Each such Contract described in clauses (i) through (vii) is referred to herein as a Parent “Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of BusinessContract.” (b) The Parent has delivered Except as would not have or made available reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Material Contract is valid and binding on the Company a complete and accurate copy or one of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (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 Parent nor any Subsidiary norits Subsidiaries and, to the knowledge of the ParentCompany, any each other party, party thereto and is in breach or violation of, or default under, any such agreementfull force and effect, and the Company and its Subsidiaries have performed and complied with all material obligations required to be performed or complied with by it under each Material Contract. Except in any case of default as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (x) there is no event has occurred, is pending default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the ParentCompany, is threatenedby any other party, which, after and (y) no event has occurred that with the lapse of time or the giving of notice, with lapse of time, notice or otherwise, both would constitute a breach or default thereunder by the Parent Company or any Subsidiary orof its Subsidiaries, or to the knowledge of the ParentCompany, by any other party under such contractparty.

Contracts. (a) Except as set forth in Section 3.16 3.14(a) of the Parent Disclosure Schedule lists Schedule, neither the following agreements (written or oral) to which the Parent or Company nor any Subsidiary of its Subsidiaries is a party as to, bound by, subject to or otherwise has rights or benefits under any of the date following Contracts (each such Contract, whether or not set forth in such section of this Agreement:the Disclosure Schedule, a “Material Contract”): (i) Employment or consulting Contract, or any employee collective bargaining agreement or other Contract with any labor union or any employee of the Company or any of its Subsidiaries or relating to the Business, except for routine non-solicitation, non-competition, confidentiality and professional service contracts entered into with employees (so long as such contracts do not contain severance provisions or group impose other material obligations upon the Company or any of related agreements) for the lease of personal property from or to third partiesits Subsidiaries); (ii) any agreement (Contract not to compete or group of related agreements) for otherwise materially restricting the purchase development, marketing, distribution or sale of any products or services by the Company or any of its Subsidiaries or relating to the Business; (iii) Contract containing any “non-solicitation” or “no-hire” provision that restricts the Company or any of its Subsidiaries or its conduct of the Business in any material manner (excluding customer Contracts with “non-solicitation” or “no-hire” provisions entered into in the Ordinary Course of Business); (iv) Contract containing any provision that purports to apply to or restrict the Company or any of its Subsidiaries from engaging in any line of business, either directly or through any other conduct of the Business, anywhere in the world; (v) Contract between the Company or any of its Subsidiaries and the Seller or any Affiliate of the Seller (other than the Company or any of its Subsidiaries); (vi) Lease, sublease or similar Contract with any Person under which the Company or any of its Subsidiaries are a lessee or sublessee of or lessor or sublessor of, or uses or makes available for the furnishing or receipt of services use to any Person, (A) any Leased Property, or (B) any portion of any premises otherwise occupied by the Company or any of its Subsidiaries; (vii) Lease or similar Contract with any Person under which calls (A) the Company or any of its Subsidiaries are a lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any Person (other than any Contracts that individually do not involve the payment by or to the Company or any of its Subsidiaries of more than $100,000 in any twelve-month period), or (B) the Company or any of its Subsidiaries are a lessor or sublessor of, or makes available for use by any Person, any tangible personal property owned or leased by the Company or any of its Subsidiaries (other than any Contracts that individually do not involve the payment by or to the Company or any of its Subsidiaries of more than $100,000 in any twelve-month period); (viii) Contract: (A) calling for performance over a period of more than one year, year (excluding customer Contracts which are terminable by the Company or its Subsidiaries without penalty upon 90 days or less notice); (B) which involves with a customer requiring or otherwise involving payment to the Company or any of its Subsidiaries of more than $200,000 in the sum of $5,000twelve month period ending on the Closing Date or, to the Seller’s Knowledge, in any twelve month period ending after the Closing Date, or with any Person other than a customer requiring or otherwise involving payment by or on behalf of, or to the Company or any of its Subsidiaries of more than $100,000 in the twelve month period ending on the Closing Date or, to the Seller’s Knowledge, in any twelve month period ending after the Closing Date; (C) in which the Parent Company or any Subsidiary has of its Subsidiaries have granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory territory; or has (D) in which the Company or any of its Subsidiaries have agreed to purchase or sell a minimum quantity of goods or services or has agreed to purchase or sell goods or services exclusively from a certain party; (iiiix) Contract for the disposition of any assets or business of the Company or any of its Subsidiaries (other than sales of inventory in the Ordinary Course of Business) or any agreement establishing for the acquisition, directly or indirectly, of the assets or business of any other Person (other than any Contracts that do not have a partnership or joint venturepurchase price of more than $150,000); (ivx) Contract for any agreement joint venture or partnership; (xi) Contract granting a third party any license to any Company Intellectual Property, or group pursuant to which the Company or any of related agreementsits Subsidiaries have been granted by a third party any license to any Intellectual Property other than “off the shelf” or other standard widely commercially available software products, or any other license, option or other Contract relating in whole or in part to Company Intellectual Property or the Intellectual Property of any other Person; (xii) Contract (other than trade debt incurred in the Ordinary Course of Business) under which it has createdthe Company or any of its Subsidiaries have borrowed any money from, incurredor issued any note, assumed bond, debenture or guaranteed other evidence of, or otherwise creating any Indebtedness to, any Person (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving other than any Contracts that do not have a principal amount of more than $5,000 or 150,000); (xiii) Contract under which it has imposed (the Company or may impose) a Security Interest on any of its assetsSubsidiaries have directly or indirectly guaranteed Indebtedness, tangible liabilities or intangibleobligations of any Person; (vxiv) Contract (other than trade debt incurred in the Ordinary Course of Business) under which the Company or any agreement concerning confidentiality of its Subsidiaries have, directly or noncompetitionindirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person; (vixv) Mortgage or other Lien upon any employment or consulting agreementLeased Property, other than Permitted Liens; (viixvi) Contract providing for indemnification of any agreement involving any officer, director or stockholder of Person by the Parent Company or any Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto its Subsidiaries (excluding indemnities contained in agreements for the purchase, sale or license of products customer and vendor Contracts including indemnification provisions entered into in the Ordinary Course of Business); (xvii) Contract involving a research or development collaboration or similar arrangement; (xviii) Contract granting any third party a security interest in any of the Company’s or any of its Subsidiaries’ assets; (xix) Contract giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the business of the Company or any of its Subsidiaries; (xx) Contract for acquisitions or dispositions (by merger, purchase or sale of assets or stock or otherwise) of any Person or business, as to which the Company or any of its Subsidiaries has continuing material obligations or material rights; and (xxxi) all Contracts with any other agreement Governmental Entity (or group and to the extent any such Contract involves a small business “set aside”, the same shall be noted on Section 3.14(a)(xxi) of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of BusinessDisclosure Schedule). (b) The Parent has delivered or made available to the Company a complete Each Material Contract is in full force and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement effect, and is legal, valid, binding and enforceable in accordance with its terms, except as enforcement may be subject to or limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting enforcement of creditors’ rights generally. True and complete copies of each Material Contract (and a written summary of the terms of any oral Material Contracts) have been delivered to Purchaser. Except as set forth in full force Section 3.14(b) of the Disclosure Schedule, (i) there is no default, violation or breach, nor has any event occurred which with the giving of notice or the passage of time or both would constitute a default, violation or breach, by the Company or any of its Subsidiaries of, any Material Contract or, to the Seller’s Knowledge, by any other party thereto, and effect(ii) no event has occurred which with the giving of notice or the passage of time or both would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by another party under, or in any manner release any party thereto from any obligation under, any Material Contract. Except as set forth in Section 3.14(b) of the Disclosure Schedule, no notice, waiver, consent or approval is required (or the lack of which would give rise to a right of termination, cancellation or acceleration of, or entitle any party to accelerate, whether after the giving of notice or lapse of time or both, any obligation under any Material Contract) under or relating to any Material Contract in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. Except as set forth on Section 3.14(b) of the Disclosure Schedule, neither the Seller nor any of its Affiliates (including the Company or any of its Subsidiaries) has received from any counterparties to any Material Contract: (i) any written notice (or to Seller’s Knowledge other notice) of any breach or default or any notice that any such party intends to terminate, cancel or not renew any Material Contract; (ii) the agreement will continue any written claim (or to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance Seller’s Knowledge other claim) for damages or indemnification with the terms thereof as in effect immediately prior respect to the Closingproducts sold or performance of services pursuant to any Material Contract; and or (iii) neither the Parent nor solely with respect to any Subsidiary nor, to the knowledge of the ParentMaterial Contracts listed under Section 3.14(a)(viii)(B), any written notice (or to Seller’s Knowledge other partynotice) that such party intends to substantially alter (including as a result of any material reduction in the rate or amount of sales or purchases or material increase in the prices charged or paid, is in breach or violation of, or default under, as the case may be) any such agreement, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent or any Subsidiary or, to the knowledge of the Parent, any other party under such contractMaterial Contract.

Contracts. (a) Section 3.16 Part 2.11 of the Parent Company Disclosure Schedule lists contains a list as of the date of this Agreement of each of the following agreements (written or oral) Contracts to which the Parent Company or any a Company Subsidiary is a party (each such Contract (x) required to be listed in Part 2.11 of the Company Disclosure Schedule or (y) that is required to be filed as a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) as an exhibit to the Most Recent Company 10-K under the Exchange Act prior to the date of this Agreement (other than any Company Plan), being referred to as a “Material Contract”): (a) each Contract that restricts in any material respect the ability of the Company, any Company Subsidiary or any Affiliate of any of them to (i) engage or compete in any geographic area or line of business, market or field, or to develop, sell, supply, manufacture, market, distribute, or support any material product or service, (ii) transact with any Person or (iii) solicit any client or customer (or that would so restrict Parent, any Parent Subsidiary or any Affiliate of any of them following the Closing); (b) each joint venture agreement, partnership agreement or similar agreement with a third party; (c) each material acquisition or divestiture Contract that contains any material indemnification obligations or any material “earnout” or other material contingent payment obligations that are outstanding obligations of the Company or any Company Subsidiary as of the date of this Agreement:; (d) each Contract (other than any Organizational Document) between the Company or any Company Subsidiary, on the one hand, and any director, officer or Affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including (but not limited to) any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such director, officer, Affiliate or “associate” or “immediate family” member, but excluding any Company Plan; (e) each Contract evidencing indebtedness for money borrowed by the Company or any Company Subsidiary from a third party lender, and each Contract pursuant to which any such indebtedness for borrowed money is guaranteed by the Company or any Company Subsidiary, in each case in excess of $500,000; (f) each Contract expressly limiting or restricting the ability of the Company or any Company Subsidiary (i) to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be, (ii) to pledge their capital stock or other equity interests, (iii) to issue any guaranty, (iv) to make loans to the Company or any Company Subsidiary, or (v) to grant Liens on the property of the Company or any Company Subsidiary; (g) each Contract that obligates the Company or any Company Subsidiary to make any loans, advances or capital contributions to, or investments in, any Person in excess of $500,000 individually, except for prepayment of Taxes for repatriated employees of the Company or any Company Subsidiary; (h) each Contract that grants any right of first refusal, first notice, first negotiation or right of first offer or similar right with respect to any material assets, rights or properties of the Company and the Company Subsidiaries, taken as a whole; (i) any agreement (each Contract or group series of related agreementsContracts (excluding (i) for purchase orders given or received in the lease ordinary course of personal property from or to third parties; business consistent with past practice, (ii) any agreement Contract for sales of Company Products of up to $2,000,000 and (iii) Contracts between the Company and any wholly owned Company Subsidiary or group of related agreementsamong any wholly owned Company Subsidiaries) for under which the purchase Company or sale of products or for the furnishing or receipt of services any Company Subsidiary (A) which calls for performance over a period paid in excess of more than one year$2,000,000 in fiscal year 2020, or is expected to pay in excess of $2,000,000 in fiscal year 2021 or (B) which involves more than the sum received in excess of $5,0002,000,000 in fiscal year 2020, or is expected to receive in excess of $2,000,000 in fiscal year 2021; (Cj) each material “single source” supply Contract pursuant to which goods or materials are required to be supplied to the Company or a Company Subsidiary from a sole source; (k) each material Contract containing any “take or pay,” minimum commitments or similar provisions (other than bandwidth purchase Contracts with fixed term and pricing in the ordinary course of business consistent with past practice); (l) each collective bargaining or other labor or works council agreement covering employees of the Company or a Company Subsidiary; (m) each lease involving real property pursuant to which the Parent Company or any Company Subsidiary has granted manufacturing rightsis required to pay a monthly base rental in excess of $30,000; (n) each lease or rental Contract involving personal property (and not relating primarily to real property) pursuant to which the Company or any Company Subsidiary is required to make rental payments in excess of $30,000 per month (excluding leases or rental Contracts for vehicles or office equipment entered into in the ordinary course of business); (o) each Contract relating to the acquisition, sale or disposition of any business unit or product line of the Company or any Company Subsidiary and with any outstanding obligations that are material to the Company and the Company Subsidiaries, taken as a whole, as of the date of this Agreement; (p) each Contract (i) between the Company or any Company Subsidiary and any Governmental Entity or (ii) between the Company or any Company Subsidiary, as a subcontractor and any prime contractor to any Governmental Entity (excluding, in each case, Contracts in the ordinary course of business consistent with past practice with (i) national oil companies or any prime contractors thereof or (ii) government-owned telecommunications providers); (q) each material Contract with any “most favored nation” pricing provisions provision or that otherwise requires the Company or any Company Subsidiary (or, following the Closing, would require Parent or any Parent Subsidiary) to conduct business with any Person on a preferential or exclusive marketing basis, or distribution rights relating that includes a price protection or rebate provision in favor of the counterparty to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partysuch Contract; (iiir) each settlement agreement, consent decree, commitment letter, or similar arrangement entered into with a Governmental Entity that imposes material ongoing obligations or restrictions on the Company or any agreement establishing a partnership or joint ventureCompany Subsidiary; (ivs) any each settlement agreement (i) that requires the Company or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving any Company Subsidiary to pay more than $5,000 500,000 after the date of this Agreement or under which it has imposed (ii) that imposes any material restrictions on the business of the Company or may imposeany Company Subsidiary; (t) each Contract (excluding purchase, work or similar orders pursuant to master service or similar Contracts) with any Top Customer or Top Supplier of the Company and its Subsidiaries; (u) each Contract relating to the creation of a Security Interest on Lien (other than Company Permitted Encumbrances) with respect to any Governmental Authorization or material asset of its assets, tangible the Company or intangible;any Company Subsidiary; and (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Parent or any Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Business. (b) The Parent has delivered or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) each employment Contract or consulting Contract that (A) is not terminable at will or for convenience by the agreement is legal, valid, binding Company on thirty (30) days’ or less notice and enforceable (B) obligates the Company or any Company Subsidiary to make payments or provide compensation in excess of $250,000 annually; and in full force and effect; (ii) any Contract relating to any retention, change in control or transaction bonus or severance or other termination obligation to any current or former employee, individual, consultant, officer or director of the agreement will continue to be legalCompany or any Company Subsidiary, validin each case other than Company Equity Plans. There are no existing breaches or defaults on the part of the Company or any Company Subsidiary under any Material Contract, 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 Parent nor any Subsidiary norand, to the knowledge of the ParentCompany, there are no existing breaches or defaults on the part of any other partyPerson under any Material Contract, is in breach each case except where, individually or violation ofin the aggregate, such breaches or default under, any such agreement, and no defaults would not reasonably be expected to constitute or result in a Company Material Adverse Effect. No event has occurred, is pending occurred or not occurred through the Company’s or any Company Subsidiary’s action or inaction or, to the knowledge of the ParentCompany, is threatenedthrough the action or inaction of any third party, which, after the giving of noticethat, with notice or the lapse of time, time or otherwiseboth, would constitute a breach of or default by under the Parent terms of any Material Contract, in each case except where, individually or in the aggregate, such breaches or defaults would not reasonably be expected to constitute or result in a Company Material Adverse Effect. Each Material Contract is valid, has not been terminated prior to the date of this Agreement, is enforceable against the Company or the applicable Company Subsidiary that is a party to such Material Contract, and, to the knowledge of the Company, is enforceable against the other parties thereto, in each case subject to: (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and, in each case, except as, individually or in the aggregate, would not reasonably be expected to constitute or result in a Company Material Adverse Effect. To the knowledge of the Company, none of the Company or any Company Subsidiary has any outstanding dispute with a Top Customer or Top Supplier, other than disputes arising in the ordinary course of business that are not material to the business of the Company and the Company Subsidiaries, taken as a whole. Prior to the date of this Agreement, the Company has made available to Parent correct and complete copies of each Material Contract in effect as of the date of this Agreement, together with all material amendments and supplements thereto in effect as of the date of this Agreement. Prior to the date of this Agreement, no Top Customer or Top Supplier to the Company or a Company Subsidiary has canceled, terminated or substantially curtailed its relationship with the Company or any Company Subsidiary, given written notice to the Company or any Company Subsidiary of any intention to cancel, terminate or substantially curtail its relationship with the Company or any Company Subsidiary, or, to the knowledge of the ParentCompany, threatened to do any other party under such contractof the foregoing.

Contracts. (aSchedule 3(o) Section 3.16 sets forth a list of the Parent Disclosure Schedule lists the following agreements (written or oral) all material Contracts to which the Parent Company or any of its Subsidiaries is a party or by or to which it or its assets are bound or subject, including, without limitation, (i) Contracts relating to the borrowing of money; (ii) Contracts with any current Affiliate or current or former officer or director of the Company or any Subsidiary is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in which the Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; thereof; (iii) joint venture agreements between the Company or any agreement establishing a partnership or joint venture; of its Subsidiaries and an unaffiliated third party; (iv) any agreement (Contracts providing for payments to or group from the Company or any Subsidiary thereof of related agreements) under which it has created, incurred, assumed $100,000 or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; per year; (v) any agreement concerning confidentiality license agreements, distribution agreements, franchise agreements or noncompetition; agreements in respect of similar rights granted to or held by the Company or any of its Subsidiaries; (vi) any employment Contract that materially limits the freedom of the Company or consulting agreement; any Subsidiary thereof to compete in any line of business or with any Person or in any geographical area or which would so materially limit the freedom of the Company or any Subsidiary thereof so to compete after the Effective Time; (vii) any agreement involving any officer, director or stockholder of the Parent or any Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into Contract not made in the Ordinary Course of Business)Business which Contract is material to the Company and its Subsidiaries taken as a whole; and (xviii) any Tax sharing agreement or other agreement arrangement or (or group of related agreementsix) either involving more than $5,000 or not entered into in the Ordinary Course of Business. (b) any Lease. The Parent Company has delivered or heretofore made available to AAC true and complete copies of each of the Contracts set forth in Schedule 3(o). Except for Contracts that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all Contracts disclosed in Schedule 3(o) are valid and binding Contracts of the Company or a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legalSubsidiary thereof, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and are in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (except for those that have terminated or will terminate by their own terms), and (iii) neither the Parent nor Company, any Subsidiary thereof nor, to the knowledge Knowledge of the Parent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent Company or any Subsidiary or, to the knowledge of the Parentthereof, any other party thereto, is in default in any material respect under the terms of any such contractContract.

Contracts. (a) Except for this Agreement, Section 3.16 3.12(a) of the Company Disclosure Letter sets forth a correct and complete list, and the Company has made available to Parent Disclosure Schedule lists correct and complete copies, of all Contracts (including all material amendments, modifications, extensions or renewals with respect thereto, but excluding all names, terms and conditions that have been redacted in compliance with the following agreements (written terms of each such Contract or oralwith applicable Laws governing the sharing of information) to which the Parent Company or any Subsidiary of its Subsidiaries is a party as of the date of this Agreement:Agreement (collectively, the “Company Contracts”): (i) that are required to be filed as an exhibit to any agreement (or group report of related agreementsthe Company filed pursuant to the Exchange Act of the type described in Item 601(b)(10) for of Regulation S-K promulgated by the lease of personal property from or to third partiesSEC; (ii) that contain a covenant restricting the ability of the Company or any agreement of its Subsidiaries (x) to compete in any business or group of related agreements) for the purchase with any Person or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one yearin any geographic area, (By) which involves more than the sum of $5,000, to sell to or purchase from any other Person or (Cz) in which the Parent to hire or solicit for employment any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions individuals or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity groups of goods or services or has agreed to purchase goods or services exclusively from a certain partyindividuals; (iii) that contain change-of-control provisions relating to the Company or any agreement establishing a partnership or joint ventureof its Subsidiaries; (iv) with respect to the employment of any agreement (directors, executive officers or group other senior officers of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangiblethe Company; (v) with any agreement concerning confidentiality Affiliate of the Company (other than any of its Subsidiaries and other than employment or noncompetitioncompensation-related Contracts); (vi) which substantially relates to (A) the granting to the Company or any employment of its Subsidiaries of any IP License in or consulting agreementto any material Company Intellectual Property owned by a third party, or (B) the granting by the Company or any of its Subsidiaries of any IP License to a third party in or to any material Company Intellectual Property, in each of clause (A) and (B) above, excluding “click-wrap” or “shrink-wrap” agreements, agreements contained in or pertaining to “off-the-shelf” Software, or the terms of use or service for any web site; (vii) relating to any agreement joint venture, partnership or other similar arrangement involving any officer, director or stockholder of the Parent or any Affiliate thereofco-investment with a third party; (viii) with a Governmental Authority (other than ordinary course Contracts with Governmental Authorities as a customer) which impose any agreement under material obligation or restriction on the Company or any of its Subsidiaries; (ix) relating to any indebtedness for borrowed money of the Company or any of its Subsidiaries is outstanding or may be incurred or pursuant to which the consequences Company or any of its Subsidiaries has guaranteed any indebtedness for borrowed money of any other Person (other than the Company or any of its Subsidiaries and excluding trade payables arising in the ordinary course of business) or that is a default mortgage, security agreement, capital lease or termination similar agreements that creates a lien on any material asset of the Company or any of its Subsidiaries, in each case involving annual payments of more than $75,000; (x) that is a service contract, equipment lease or arrangement (other than purchase orders entered into in the ordinary course of business) with respect to the receipt of goods and services involving payments by the Company or any of its Subsidiaries of more than $75,000 in the aggregate over the term of such contract; (xi) pursuant to which the Company, any of its Subsidiaries or any other party thereto has material continuing obligations, rights or interests relating to the research, development, clinical trial, distribution, supply, manufacture, testing, design, marketing or co-promotion of, or collaboration with respect to, any products or product candidates of the Company or any of its Subsidiaries, including material manufacture or supply services or material Contracts with contract research organizations for clinical trials-related services; and (xii) relating to the future disposition or acquisition of any material assets or properties, other than dispositions or acquisitions in the ordinary course of business. (b) Each Company Contract is valid and binding on the Company and each of its Subsidiaries which is party thereto and, to the Knowledge of the Company, each other party thereto, and is in full force and effect, and the Company and each of its Subsidiaries has performed all obligations required to be performed by them prior to the date of this Agreement under each Company Contract and, to the Knowledge of the Company, each other party to each Company Contract has performed all obligations required to be performed by it prior to the date of this Agreement under such Company Contract, except for such failures to be in compliance by the Company, any of its Subsidiaries or such other party as would not, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Business. (b) The Parent has delivered or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (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 Parent nor any Subsidiary nor, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent or any Subsidiary or, to the knowledge of the Parent, any other party under such contract.

Contracts. (a) Section 3.16 3.15(a) of the Parent Company Disclosure Schedule lists the following agreements (written or oral) to which the Parent or any Subsidiary is a party Letter sets forth, as of the date of this Agreement:, a true, correct and complete list of each of the following Contracts to which any Acquired Company is a party or to or by which any Acquired Company or any of its assets or businesses is subject or bound (and any amendments, supplements and modifications thereto): (i) any agreement Contract that limits in any material respect either the type of business in which any Acquired Company (or, after the Effective Time, any Parent Company) or group any of related agreements) for the lease their respective Affiliates may engage or geographic area in which any of personal property from or to third partiesthem may so engage in any business; (ii) any indenture, loan or credit agreement, security agreement, guarantee, note, mortgage, letter of credit, reimbursement agreement (or group other Contract, in any such case relating to indebtedness of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum any Acquired Company having an outstanding principal amount in excess of $5,000, 5,000,000 (except for such indebtedness between the wholly owned Acquired Companies or (C) in which guarantees by the Parent Company or a Subsidiary of the indebtedness of any wholly owned Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partythe Company); (iii) any agreement establishing a Contract relating to any material joint venture, strategic alliance, partnership or joint venturesimilar agreement (other than any such agreement solely between or among the wholly owned Acquired Companies) and any Contract relating to a Material Affiliate Transaction; (iv) any agreement reinsurance treaty or agreement, including any retrocessional agreement, that is material to the Acquired Companies, taken as a whole (or group of related agreements) under which it has createdcollectively, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangiblethe “Company Reinsurance Agreements”); (v) any agreement concerning confidentiality Contract that relates to the acquisition or noncompetitiondisposition of any business, capital stock or assets (whether by merger, sale of stock, sale of assets or otherwise) for aggregate consideration in excess of $5,000,000 under which any of the Acquired Companies has any material outstanding earn out, deferred payment, indemnification or contingent payment obligations, other than this Agreement and any Contract to purchase or sell goods or services in the ordinary course of business consistent with past practice; (vi) any employment Contract pursuant to which (A) any Acquired Company licenses or consulting agreement;otherwise grants rights in or to any Company Owned Intellectual Property that is material to the Acquired Companies, taken as a whole or (B) any Person licenses to any Acquired Company, or otherwise authorizes any Acquired Company to use, any Intellectual Property that is material to the Acquired Companies, taken as a whole (the “Company Intellectual Property Agreements”), in each case other than (x) license agreements for any non-customized commercially available Software, (y) Contracts between an Acquired Company, on the one hand, and an employee or consultant of an Acquired Company, on the other hand, entered into in the ordinary course of business and (z) Contracts which contain non-exclusive licenses or sublicenses of such Intellectual Property between an Acquired Company, on the one hand, and a supplier, vendor, agent or broker of an Acquired Company, on the other hand, entered into in the ordinary course of business consistent with past practice; and (vii) any agreement involving Contract not otherwise described in any officerother subsection of this Section 3.15(a) entered into prior to the date hereof that is required to be filed by the Company in a future report to be filed or furnished to the SEC as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, director excluding those compensatory plans described in Item 601(b)(10)(iii) of Regulation S-K under the Securities Act, that has not been filed as an exhibit to or stockholder incorporated by reference in the Company SEC Documents filed prior to the date of the Parent or any Affiliate thereof;this Agreement. (viii) any keepwell or similar agreement under which the consequences Company or any of its Subsidiaries has directly guaranteed any liabilities or obligations of another Person or under which another Person has directly guaranteed any liabilities or obligations of the Company or any of its Subsidiaries, in each case involving liabilities or obligations in excess of $10,000,000 (other than any contracts under which the Company or a Subsidiary has guaranteed the liabilities or obligations of a default or termination would reasonably be expected to have a Parent Material Adverse Effectwholly owned Subsidiary of the Company); (ix) any agreement which contains Contract that prohibits the payment of dividends or distributions in respect of the shares or capital stock of the Company or any provisions requiring of its Subsidiaries, prohibits the Parent pledging of the shares or capital stock of the Company or any Subsidiary to indemnify of the Company or prohibits the issuance of any other party thereto (excluding indemnities contained in agreements for guarantee by the purchase, sale Company or license any Subsidiary of products entered into in the Ordinary Course of Business); andCompany; (x) any Contracts that involve or could reasonably be expected to involve aggregate payments or receipts by or to it and/or its Subsidiaries in excess of $20,000,000 in any twelve month period, other agreement than (x) those terminable on less than ninety (90) days’ notice without payment by the Company or group any Subsidiary of related the Company of any material penalty, (y) any Company Real Property Lease or (z) any Contract with financial advisors, investment bankers, attorneys, accountants, consultants, or other advisors in connection with the Transactions; (xi) any Contracts that would reasonably be expected to, individually or in the aggregate, prevent, materially delay, or materially impede the Company’s ability to consummate the Transactions; (xii) any Contracts that constitute collective bargaining agreements; (xiii) either involving more any Contracts that involve the provision of material third-party administration or other policy or claims administration services with respect to any insurance contracts, or investment management services to the Company or any of its Subsidiaries; (xiv) any Contracts that provide for the outsourcing of any material function or part of the business of the Company or any of its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole, and necessary for the conduct of the business of the Company and its Subsidiaries, taken as a whole, as currently conducted, other than $5,000 managing agency agreements or not managing general underwriting agreements; (xv) any material Contract or commitment with any Insurance Regulator; and (xvi) each Contract entered into prior to the date hereof that is required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act excluding those compensatory plans described in Item 601(b)(10)(iii) of Regulation S-K under the Ordinary Course Securities Act, and each Contract required to be listed in Section 3.15(a) of Businessthe Company Disclosure Letter is referred to herein as a “Material Company Contract.” (b) The Parent has delivered or made available to the Each Material Company a complete Contract is valid and accurate copy of binding on each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (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 Parent nor any Subsidiary norAcquired Company party thereto and, to the knowledge of the ParentCompany, any each other party, party thereto and is in full force and effect, except in each case for such failures to be valid and binding or to be in full force and effect that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect, subject to the Enforceability Limitations. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, there is no breach or violation of, or default under, under any such agreement, and no event has occurred, is pending Material Company Contract by any of the Acquired Companies party thereto or, to the knowledge of the ParentCompany, is threatened, which, after any other party thereto and no event or condition has occurred that with the lapse of time or the giving of notice, with lapse of time, notice or otherwise, both would constitute a breach or default thereunder by any of the Parent or any Subsidiary Acquired Companies party thereto or, to the knowledge of the ParentCompany, any other party thereto. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, the Company and each of its Subsidiaries, and, to the knowledge of the Company, any other party thereto, has performed all obligations required to be performed by it under such contracteach Material Company Contract.

Contracts. (a) Section 3.16 3.18(a) of the Parent Company Disclosure Schedule lists Letter sets forth, as of the following agreements date hereof, any agreement, lease, license, use or occupancy agreement, contract, note, mortgage, indenture, arrangement or other binding obligation (written or oraleach, a “Contract”) to which the Parent Company or any Company Subsidiaries is currently a party to or by which it or any of them are otherwise currently bound, that is not filed as an exhibit to the Company SEC Documents or that is not a Contract which is posted and available for review by Parent as of 12:00 p.m., Chicago time, on January 7, 2010, in the internet based data site maintained by the Company with ▇▇▇▇▇▇▇ Corporation and referred to commonly as the Krusher Data Site (the “Posted Data Room Documents”): (i) that would be required to be filed by the Company as an exhibit to any Company SEC Document pursuant to Item 601(b)(4) or 601(b)(10) of Regulation S-K under the Securities Act; (ii) pursuant to which the Company or any Company Subsidiary (A) licenses or otherwise obtains the right to use the Intellectual Property rights of any other Person (other than licenses for readily available commercial software or licenses of Intellectual Property which are not material to the manufacture or sale by the Company or any Company Subsidiary of any product of the Company or any Company Subsidiary), or (B) is restricted in any material respect in its right to use any Company Intellectual Property where any such material restriction would reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect; (iii) that, since January 1, 2003, relates to the acquisition or disposition of any material business or material real property (whether by merger, sale of stock, sale of assets or otherwise), not including any disposition which has been reflected in prior financial statements of the Company that have been filed as part of the Company SEC Documents; (iv) that relates to any acquisition of assets or of a business under which there is a future obligation on the part of the Company or any Company Subsidiary which would reasonably be expected to exceed $500,000 under any such Contract, including by means of an earn-out or similar contingent payment mechanism; (v) purporting to restrict or prohibit the Company or any Company Subsidiary from engaging or competing in the manufacture, marketing, distribution or sale of any of the products or services presently manufactured, marketed, distributed or sold by the Company or any Company Subsidiaries; (vi) that relates to any partnership, joint venture, strategic alliance or other similar arrangement (each a “JV”) in which the Company or any Company Subsidiary is a partner, member or party, excepting any JV with respect to which the Company or the Company Subsidiary which is a partner, member or party thereof has no remaining capital contribution obligation, no unperformed obligation to extend credit, and with respect to which it has no personal liability respecting such JV’s indebtedness, liabilities and obligations; (vii) that evidences or is the primary document under which there arises Indebtedness of the Company or any Company Subsidiary (other than agreements with or among direct or indirect wholly owned Company Subsidiaries) in excess of $1,000,000; (viii) under which the Company or any Company Subsidiary has advanced or loaned any other person the principal sum of more than $1,000,000, not including credit extended to customers in the ordinary course of business; (ix) that includes any guarantee by the Company or any Company Subsidiary of any debt or obligations which are in excess of $500,000 (other than any guarantee by the Company of a Company Subsidiary’s debts or obligations or a guarantee by a Company Subsidiary of the Company’s debts or obligations or another Company Subsidiary’s debts or obligations); (x) the performance of which involves expenditures or receipts of the Company or any Company Subsidiary in excess of $1,000,000 per year not entered into in the ordinary course of business; (xi) that provides for the production by the Company or any Company Subsidiary of any product on an exclusive or requirements basis or the purchase by the Company or any Company Subsidiary of any product on an exclusive or output basis, and was not made in the ordinary course of business by the Company or any Company Subsidiary; (xii) with any director or officer of the Company or any other employee of the Company or any Company Subsidiary earning noncontingent cash compensation in excess of $150,000 per year (including any employment, consulting, retention, severance, change in control, non-competition, termination or indemnification agreements); (xiii) that is a collective bargaining agreement or similar labor agreement with a labor union or labor organization with respect to employees of the Company or any Company Subsidiary; (xiv) to which the Company or any Company Subsidiary is a party as with any Governmental Entity, excepting any such Contract made in the ordinary course of business and not to resolve any claimed liability for breach or violation of any law or regulation of governmental authority; (xv) that grants any party to the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in which the Parent Contract or any Subsidiary has granted manufacturing rights, other third party “most favored nation” pricing provisions or exclusive marketing terms under a Contract which may not be terminated on sixty (60) days or distribution rights relating less notice by the Company or the Company Subsidiary which is a party to any products such Contract; (xvi) the failure to obtain consent in respect of, individually or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has createdin the aggregate, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Parent or any Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have result in a Parent Company Material Adverse Effect; Effect and (ixxvii) that provides for termination, acceleration of payment or other special rights upon the occurrence of a change in control of the Company where such termination, acceleration of payment or other special right would reasonably be expected to be material to the Company (each such Contract described in clauses (i) through (xvii), each Contract filed as an exhibit to the Company SEC Documents and each of the Posted Data Room Documents that meets the description of any agreement which contains any provisions requiring the Parent or any Subsidiary of clauses (i) though (xvii) is referred to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Businessherein as a “Company Material Contract”); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Business. (b) The Parent A true, correct and complete copy of each Company Material Contract (and any amendments thereto) has delivered or been made available to Parent. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Company Material Contract except for such breaches or defaults that, individually or in the aggregate, have not resulted in or would not reasonably be expected to result in a complete and accurate copy of each agreement listed in Section 3.16 Company Material Adverse Effect. To the knowledge of the Parent Disclosure Schedule. With respect Company, no other party to each agreement so listed: any Company Material Contract is in breach of or default (iwith or without notice or lapse of time, or both) the agreement is legal, valid, binding and enforceable and in full force and effect; (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 under the terms thereof as of any Company Material Contract except for such breaches or defaults that, individually or in effect immediately prior the aggregate, have not resulted in or would not reasonably be expected to result in a Company Material Adverse Effect. Each Company Material Contract is a valid and binding obligation of the Closing; and (iii) neither Company or the Parent nor any Company Subsidiary norwhich is party thereto and, to the knowledge of the ParentCompany, any of each other partyparty thereto, and is in breach full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or violation ofother similar Laws, now or default underhereafter in effect, any such agreement, relating to creditors’ rights generally and no event has occurred, is pending or, (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the knowledge discretion of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent or court before which any Subsidiary or, to the knowledge of the Parent, any other party under such contractproceeding therefor may be brought.