Common use of Contracts Clause in Contracts

Contracts. (a) Section 4.11(a) of the Meadow Disclosure Schedule lists the following Meadow Contracts in effect as of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow or any of its Subsidiaries has any remaining material rights or obligations (each, a “Meadow Material Contract”): (i) a material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act; (ii) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge of Meadow, otherwise) that it intends to terminate or not renew a Meadow Material Contract.

Contracts. (a) Section 4.11(a) Schedule 3.9 sets forth a true and complete list of the Meadow Disclosure Schedule lists all the following Meadow Contracts in effect Contracts, other than any Benefit Plan, to which Seller or its Affiliates is a party as of the date of this Agreement hereof and is primarily related to the Operations (other than any Meadow Benefit Plan) under which Meadow or any of its Subsidiaries has any remaining material rights or obligations (each, a the “Meadow Material ContractContracts”): (i) a material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act; (ii) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing (Aa) any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice any Business Employee (i) with no penalty respect to employment with or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date provision of this Agreement under any such Contract of more than $100,000 in services to the aggregateOperations, or obligations after the date (ii) related to any severance, separation, settlement, release of this Agreement in excess of $100,000 in the aggregateclaims or other post-termination benefits; (xiib) any Contract that is not terminable at will with an individual who provides services to the Operations on an independent contractor basis; (c) any Contract whereby the Company has guaranteed or otherwise agreed to cause, insure or become liable for, or pledged any of the Acquired Assets to secure, the performance or payment of any obligation or other Liability of any Person; (d) any Contract (excluding purchase orders) with a Material Supplier; (e) any joint development agreement, joint venture agreement, collaboration agreement, strategic alliance agreement, partnership agreement or similar Contract; (f) any Contract relating to any proceeding or settlement agreement to which Seller is a party, except for settlements or compromises (i) involving potential or actual payments by or to the Company or its Affiliates that do not exceed $100,000 individually or in the aggregate and that are paid in full prior to the Closing Date, and (ii) that do not impose any material non-monetary relief or continuing obligations on the Company or the Operations; (g) any Contract relating to the acquisition or disposition of any Acquired Asset or any interest in the Company (other than any Contract between the Company and any member of the Seller Group), in each case, outside of the ordinary course of business; (h) any collective bargaining agreement or other similar Contract labor-related agreement with any a labor organization, union, group or association covering employees of Meadow; or; (xiiii) each any Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be prohibit, impair or otherwise limit in any material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as respect: (i) any acquisition of property (tangible or intangible) by the Company; (ii) the conduct of the date Operations; or (iii) the freedom of this Agreementthe Company or any of its present or future Affiliates to engage in any line of business; (j) any other Contract that involves outstanding or future payment obligations in excess of $1,000,000 in any individual case or, together with any other Contracts with the same or related counterparties, $5,000,000 in the aggregate, and is not cancelable by the Company without penalty or obligation within ninety (90) days (excluding employment Contracts). Seller has delivered to Buyer true and complete copies of each Material Contract. Except for Material Contracts that expire by or are terminated pursuant to their terms, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject is a valid and binding obligation of Seller or its Affiliates or the Company and, to the Bankruptcy Knowledge of Seller, of each other party thereto and Equity Exceptionis enforceable in accordance with its terms against Seller or its Affiliates or the Company and, to the Knowledge of Seller, against each other party to such Material Contract, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to or affecting creditors’ rights generally, or legal and equitable limitations on the availability of specific remedies. Between Except as set forth on Schedule 3.9, (i) Seller or its Affiliates (as applicable) has performed and complied, in all material respects, with all of its obligations under each Material Contract; (ii) neither Seller nor any of its Affiliates nor, to the date Knowledge of the Meadow Balance Sheet and the date hereofSeller, no counterparty to a Meadow any other party thereto, is in material violation or material breach of or material default under, any Material Contract or has notified Meadow in writing (received written or, to the Knowledge of MeadowSeller, otherwiseoral notice of any material violation of or material default under, or the cancellation, termination, material modification or acceleration of any Material Contract; and (iii) no event has occurred or circumstance exists that it intends (with or without notice, lapse of time or both) would: (A) result in a material violation or material breach of or material default under (or give any Person the right to declare a material default or exercise any remedy materially adverse to Seller or its Affiliates under) any Material Contract, or (B) give any Person the right to (1) accelerate the maturity, payment or performance of any material grant, rights or other Liability under a Material Contract or (2) cancel, terminate or not renew a Meadow adversely modify any Material Contract.

Contracts. (a) Section 4.11(a3.7(a) of the Meadow Company Disclosure Schedule lists the following Meadow Contracts in effect Letter contains an accurate and complete list, as of the date of this Agreement of all written contracts, agreements, commitments, arrangements and other instruments (other than and solely in the case of any Meadow Benefit Plan) under customer contract required to be described below, an accurate and complete summary of any such contract which Meadow is not written), in effect as of the date hereof, of the following types to which the Company or any of its Subsidiaries has is a party or bound or to which any remaining material rights of the Assets is subject (whether or obligations (eachnot actually listed in Section 3.7 of the Company Disclosure Letter, a the “Meadow Material ContractContracts”): (i) a material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Actany collective bargaining agreement; (ii) each Contract any Affiliate Agreement; (iii) any contract or agreement that is (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 business Company or operations any of Meadow and its Subsidiaries, taken as a wholein each case, containing 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 covenant limiting Governmental Authority, (2) that binds the freedom of Meadow Company or any of its Subsidiaries to engage in any line of business conduct or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision equitable relief or (D3) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after that requires the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow 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, and was not entered into in the ordinary course of business consistent with past practice or creating any material Liens with respect (B) an Order or consent of a Governmental Authority to any material assets of Meadow which the Company or any of its Subsidiaries; (vi) each Contract requiring payment Subsidiaries is subject, involving material performance by or to Meadow the Company or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: Agreement; (A) any distribution agreement (identifying any that contain exclusivity provisions); (Bxi) any agreement involving provision of services or products with respect pursuant to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow the Company or any of its Subsidiaries has continuing obligations an obligation to develop make an investment in or market loan to any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Businessother Person; (viixii) each Meadow Real Estate Lease; any agreement or series of related agreements (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in purchase orders) with each of the Ordinary Course of Business; twenty (ix20) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to most significant suppliers from which the business or operations of Meadow Company and its Subsidiaries, taken as a whole, containing any royaltypurchased materials, dividend or similar arrangement based on supplies, services and other goods (measured by dollar volume of purchases from such suppliers) for the revenues or profits of Meadow or any of its Subsidiariestwelve-month period ended September 28, 2013; (xixiii) each Contract that is not terminable at will any customer agreement with 60 days’ prior notice the twenty (with no penalty or payment20) most significant customers (measured by Meadow or dollar volume of sales to such customer for the twelve-month period ended September 28, 2013) of the Company and its Subsidiaries, taken as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under a whole; (xiv) any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement contract containing most favored nation pricing provisions with a total contract value in excess of $100,000 in the aggregate20,000,000 annually; (xiixv) each collective bargaining agreement any partnership, joint venture, limited liability company or other similar Contract with agreements or arrangements (including any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) material agreement providing for the payment of any cash joint research, development or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensationmarketing). (b) Meadow has made available Each Material Contract is a valid and binding agreement of the Company or one or more of its Subsidiaries, on the one hand, and to Iris accurate and complete copies the Knowledge of all Meadow Material Contractsthe Company, including all material amendments each other party thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract other hand, and is in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As full force and effect, and none of the date of this Agreement, none of MeadowCompany, any of its Subsidiaries or, to Meadow’s Knowledgethe Knowledge of the Company, any other party thereto, is in default or breach in any material respect under (or is alleged to a Meadow Material Contract, has breached, violated be in default or defaulted breach in any material respect under, or received notice that it breached, violated or defaulted under, any of ) the terms or conditions of, or Laws applicable tohas provided or received any notice of any intention to terminate, any Meadow such Material 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 such manner as would permit or give any Person a right of acceleration or early termination thereof (other party than pursuant to cancel or terminate any such Meadow 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, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be Contract (including all material to Meadow modifications and its Subsidiaries, taken as a whole. As to Meadow amendments thereto and its Subsidiaries, waivers thereunder as of the date hereof) or, if applicable, form of this Agreement, each Meadow Material Contract is valid, binding, enforceable and (y) all form customer and vendor contracts used in full force and effect, subject material to the Bankruptcy and Equity Exception. Between the date businesses of the Meadow Balance Sheet Company and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge of Meadow, otherwise) that it intends to terminate or not renew a Meadow Material Contractits Subsidiaries).

Contracts. (a) Section 4.11(a) 3.16 of the Meadow Parent Disclosure Schedule lists all material agreements required to be disclosed under the following Meadow Contracts in effect Exchange Act or the Securities Act to which the Parent or any of its DSH Subsidiaries is a party as of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow or any of its Subsidiaries has any remaining material rights or obligations (eachAgreement, a “Meadow Material Contract”):including: (i) a material contract as defined in Item 601(b)(10any agreement (or group of related agreements) for the lease of Regulation S-K as promulgated under the Securities Actpersonal property from or to third parties; (ii) each Contract that is material to the business any agreement establishing a partnership or operations of Meadow and its Subsidiaries, taken as a whole, containing joint venture; (Aiii) any covenant limiting the freedom agreement (or group of Meadow related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) or under which it has imposed (or may impose) a Security Interest on any of its Subsidiaries 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 business, or to compete with any Person, (B) any “most-favored nations” pricing provisions person or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest operate in any entitygeographical location; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens employment agreement with respect to any material assets of Meadow or any of its Subsidiariesexecutive officers; (vi) each Contract any agreement under which the consequences of a default or termination would reasonably be expected to have a DSH Material Adverse Effect; (vii) any agreement which contains any provisions requiring payment by or to Meadow the Parent or any of its DSH Subsidiaries after to indemnify any other party thereto (excluding indemnities contained in agreements for the date purchase, sale or license of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease;); and (viii) each Contract with any Governmental Entityagreement, other than clinical trial agreementsas contemplated by this Agreement and the Transaction Documents, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material relating to the business or operations sales of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on securities of the revenues or profits of Meadow Parent or any of its Subsidiaries; (xi) each Contract that DSH Subsidiaries to which the Parent or such Subsidiary is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensationa party. (b) Meadow has made available With respect to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract agreement listed in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of Parent SEC Reports: (i) the date of this Agreementagreement is legal, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, subject 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 Bankruptcy Closing; and Equity Exception. Between (iii) neither the date Parent nor any of its DSH Subsidiaries nor, to the knowledge of the Meadow Balance Sheet Parent, any other party, is in breach or violation of, or default under, any such agreement, and the date hereofno event has occurred, no counterparty to a Meadow Material Contract has notified Meadow in writing (is pending or, to the Knowledge knowledge of Meadowthe Parent, is threatened, which, after the giving of notice, with lapse of time or otherwise) that it intends , would constitute a breach or default by the Parent or any of its DSH Subsidiaries or, to terminate or not renew a Meadow Material Contractthe knowledge of the Parent, any other party under such contract.

Contracts. (a) Section 4.11(a) of Except as set forth in the Meadow Disclosure Schedule lists the following Meadow Contracts in effect as of SEC Reports filed prior to the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow or Section 3.18 of the Disclosure Schedule, neither the Company nor any of its the Subsidiaries has is a party to or bound by any remaining material rights or obligations (each, a “Meadow Material Contract”): (i) a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-K as promulgated under by the Securities Act; SEC), (ii) each Contract that is 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 to portion of the business or operations of Meadow the Company and its the Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business or compete with any Personmay be conducted, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to capital expenditures and requiring payments after be disclosed under Item 404 of Regulation S-K promulgated by the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; SEC, (iv) each Contract relating to the disposition voting or acquisition of material assets or other agreement governing how any ownership interest in any entity; Shares shall be voted, (v) each Contract providing for the creation of any mortgagesacquisition, indenturesmerger, loansasset purchase or sale agreement, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment agreement which provides for, or relates to, the incurrence by or to Meadow the Company or any Subsidiary of 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 purpose of managing the interest rate or foreign exchange risk associated with its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: financing), or (Avii) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development contract or other agreement currently in force under which Meadow would prohibit or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon materially delay the consummation of the Merger, Merger or any of the transactions contemplated by this Agreement (Call contracts of the type described in clauses (i) restricting Meadow’s ability through (vii) being referred to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow herein as "Material Contracts, including all material amendments thereto, in each case in effect "). Each Material Contract is valid and binding on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries Company (or, to Meadow’s Knowledge, any other party to the extent a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any Subsidiary of the terms or conditions ofCompany is a party, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow Subsidiary) and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of the Disclosure Schedule, neither the 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 Bankruptcy and Equity Exception. Between knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation 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 Meadow Balance Sheet and Disclosure Schedule or as provided for in this Agreement, neither the date hereofCompany nor any of the Subsidiaries is a party to any oral or written (i) employment, no counterparty 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 a Meadow Material Contract has notified Meadow in writing any executive officer or other key employee of the Company or any of the Subsidiaries providing any term of employment or compensation guarantee or (orv) agreement or plan, to including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the Knowledge benefits of Meadowwhich will be increased, otherwise) that it intends to terminate or not renew a Meadow Material Contractthe vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.

Contracts. Set forth in Section 3.13 of the Company Disclosure Schedule is a list of (a) Section 4.11(a) of all contracts, agreements, commitments, undertakings or obligations to which the Meadow Disclosure Schedule lists the following Meadow Contracts in effect as of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow Company or any of its Subsidiaries has 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 material rights 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; (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 Company or any Subsidiary to 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 than contracts or agreements for the sale of products in the ordinary course of business, providing for indemnification or exoneration of any other person or entity by the Company or any Subsidiary; (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 (eachother than Real Property Leases, Personal Property Leases, Employment Agreements and Benefit Plans) (x) which if terminated or lost would have a “Meadow Material Contract”): (i) a material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act; (ii) each Contract that is material Adverse Effect with respect to the business or operations of Meadow Company and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (Dy) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and was not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course ordinary course of Business; business (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entitycollectively, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has "Contracts"). There have been made available to Iris accurate Crane true and complete copies of all Meadow Material Contracts, such Contracts that are in writing (including all material amendments thereto, if any). Except as set forth in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As Section 3.13 of the date Company Disclosure Schedule, all of this Agreement, none of Meadow, the Contracts are in full force and effect and neither the Company nor any of its Subsidiaries or(as the case may be) is in default thereunder, nor, to Meadow’s Knowledgethe knowledge of the Company, is any other party to a Meadow Material Contractany Contract in default thereunder, has breachednor, violated or defaulted under, or received notice that it breached, violated or defaulted under, any to the best of the terms Company's knowledge, does any condition exist that, with the giving of notice or conditions oflapse of time or both, would constitute a default thereunder, which default would give rise to a right on the part of some party thereto to terminate such Contract or Laws claim damages thereunder, except such default (i) as to which requisite waivers or consents have been obtained or (ii) which is curable and is cured within the applicable to, any Meadow Material Contract period for cure permitted under such Contract. Except as set forth in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as Section 3.10 of the date Company Disclosure Schedule, no approval or consent of this Agreement, each Meadow Material Contract any person is valid, binding, enforceable and needed in order for the Contracts to continue in full force and effect, subject to effect under the Bankruptcy same terms and Equity Exception. Between conditions currently in effect following the date consummation of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge of Meadow, otherwise) that it intends to terminate or not renew a Meadow Material Contracttransactions contemplated by this Agreement.

Contracts. (a) Section 4.11(a) 3.7 of the Meadow Seller Disclosure Schedule lists the following Meadow Contracts in effect Letter contains an accurate and complete list, as of the date of this Agreement (of all contracts, agreements, commitments, arrangements and other than any Meadow Benefit Plan) under instruments, in effect as of the date hereof, of the following types to which Meadow the Company or a Subsidiary is a party or bound or to which any of its Subsidiaries has any remaining material rights the Assets is subject (whether or obligations (eachnot actually listed in Section 3.7 of the Seller Disclosure Letter, a the “Meadow Material ContractContracts”): (i) a material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Actany collective bargaining agreement with respect to its employees; (ii) any (A) of the 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) Affiliate Agreement; (iii) any contract or agreement that (A) materially restricts the Company or a Subsidiary from engaging in any material line of business, developing, marketing or distributing 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 reseller that require a particular manufacturer’s products to be purchased from such manufacturer or an authorized distributor or reseller); (v) any material agreement or series 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 agreement relating to any interest rate, foreign exchange, derivatives or hedging transaction; (vii) any agreement (including any “take-or-pay” or keepwell agreement) under which (A) any Person has directly or indirectly guaranteed any liabilities or obligations of the Company or any of 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 Contract case other than endorsements for the purpose of collection in the ordinary course of business; (viii) any (a) Licenses or (b) agreements governing the provision of any information technology related services (other than any Software or any other agreements described in Section 3.6(b)), by or to the 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 that contains any 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 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 or otherwise has an obligation to purchase, license or 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 $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 within the past two (2) years; and (xxii) any other contract, agreement, commitment or arrangement that (x) was entered into outside of the ordinary course of business and (y) is material to the business or operations of Meadow Company and its the Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Each Material Contract is valida valid and binding agreement of the Company or one or more of the Subsidiaries, bindingon the one hand, enforceable and to the Knowledge of the Company, each other party thereto, on the other, and is in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date none of the Meadow Balance Sheet and Company, any of the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (Subsidiaries or, to the Knowledge of Meadowthe Company, otherwiseany 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) that it intends the terms of, or has provided or received any notice of any intention to terminate or not renew a Meadow terminate, any such Material 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 4.11(a4.19(a) of the Meadow DPII Disclosure Schedule lists contains a true and complete list of each of the following Meadow Contracts in effect as of the date of this Agreement (written or oral contracts, agreements or other than any Meadow Benefit Plan) under which Meadow or any of its Subsidiaries has any remaining material rights or obligations arrangements (each, a “Meadow "DPII Material Contract”") to which DPII is a party or by which any of the DPII Assets and Properties are bound (and, to the extent oral, accurately describes the terms of such contracts, agreements and arrangements): (i) a material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Actall collective bargaining or similar labor agreements; (ii) each Contract that is material to all contracts for the business employment of any officer, employee or operations of Meadow and its Subsidiariesother person or entity on a full time, taken as a wholepart time, containing (A) any covenant limiting the freedom of Meadow consulting or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or servicesother basis; (iii) each Contract all loan agreements, indentures, debentures, notes or letters of credit relating to capital expenditures and requiring payments after the date borrowing of this Agreement in excess money or to mortgaging, pledging or otherwise placing a lien on any material asset or material group of $100,000 pursuant to its express terms and not cancelable without penaltyassets of DPII; (iv) each Contract relating to the disposition or acquisition all guarantees of material assets or any ownership interest in any entityobligation; (v) each Contract providing for the creation of all leases or agreements under which DPII is lessee or lessor of, or holds, or operates, any mortgagesproperty, indenturesreal or personal, loans, notes or credit agreements, security agreements or owned by any other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiariesparty; (vi) each Contract requiring payment by all commitments, contracts, sales contracts, purchase orders, mortgage agreements or to Meadow groups of related agreements with the same party or any group or affiliated parties which require or may in the future require payment of its Subsidiaries after the date any consideration by DPII of this Agreement an amount in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under 25,000 and which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will cannot be owned, terminated within thirty (30) days after giving notice of termination without resulting in whole any cost or in part, by Meadow or any of its Subsidiaries; or (D) any Contract penalty to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of BusinessDPII; (vii) each Meadow Real Estate Leaseall license agreements, distribution agreements or any other agreements involving any DPII Intellectual Property; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research all subscription or registration rights agreements or material transfer any other agreements entered into in related to the Ordinary Course equity ownership of BusinessDPII; (ix) each Meadow Out-bound License and Meadow In-bound License;all contracts or commitments that in any way restrict DPII from carrying on the DPII Business anywhere in the world; and (x) each Contract all other contracts and agreements that is material (A) involve the payment or potential payment, pursuant to the business or operations terms of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract contract or agreement, by DPII or the other party of more than $100,000 in the aggregate, or obligations after the date of this Agreement an amount in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, 25,000 and (B) providing for the payment cannot be terminated within thirty (30) days after giving notice of termination without resulting in any cash cost or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability penalty to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensationDPII. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material ContractsEach contract, including all material amendments thereto, agreement or other arrangement disclosed in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As Section 4.19(a) of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract DPII Disclosure Schedule is valid, binding, enforceable and in full force and effect and constitutes a legal, valid and binding agreement, enforceable by DPII in accordance with its terms, except as to the effect, subject to if any, of (a) applicable bankruptcy and other similar laws affecting the Bankruptcy rights of creditors generally, and Equity Exception(b) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. Between the date DPII has performed all of the Meadow Balance Sheet its required material obligations under, and the date hereofis not materially in violation or breach of or default under, no counterparty to a Meadow Material Contract has notified Meadow in writing (orany such contract, to agreement or arrangement. To the Knowledge of MeadowDPII, otherwise) that it intends the other parties to terminate any such contract, agreement or arrangement are not renew in violation or breach of or default under any such contract, agreement or arrangement. None of the present employees, officers, directors or shareholders of DPII is, and none of the former employees, officers or directors of DPII while providing services for DPII was, a Meadow Material Contractparty to any oral or written contract or agreement prohibiting any of them from freely competing with other parties or engaging in the DPII Business as now operated.

Contracts. (a) Section 4.11(aPart 2.12(a) of the Meadow Disclosure Schedule lists the following Meadow Contracts in effect identifies each Company Contract that constitutes a “Material Contract” as of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow or any Agreement. For purposes of its Subsidiaries has any remaining material rights or obligations (eachthis Agreement, each of the following shall be deemed to constitute a “Meadow 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 Contract which is a “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated under the Securities Act); (ii) any 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 ability of any Acquired Company: (A) to compete (or which purports to restrict in any material respect the ability of 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 (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) to acquire any product or other asset or any services from any other Person; (C) to develop, sell, supply, distribute, offer, support or service any product or any technology 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” 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 similar rights or any similar term for the benefit of a third party, in each case involving revenues or expenses of the Acquired Companies of more than $5,000,000 in the fiscal year ended December 31, 2016; (v) any Contract that contains a put, call, right of first refusal or similar 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 Contract which contains a material “clawback” or similar 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 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 Funds); (viii) any 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; (iixviii) (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 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 Contract case, that is material to the business or operations of Meadow and its Subsidiaries, Acquired Companies taken as a whole, containing . The Company has Made Available to Parent an accurate and complete copy (Ain all material respects) any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business or compete with any Person, each Material Contract (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into Contracts described in the Ordinary Course of Business; clause “(ix) each Meadow Out-bound License a)(i)” and Meadow In-bound License; clause “(x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensationa)(xvii)” above). (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material ContractsExcept as would not, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract individually or in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreementaggregate, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as have a whole. As to Meadow and its Subsidiaries, as of the date of this AgreementMaterial Adverse Effect, each Meadow Company Contract that constitutes a Material Contract is valid, binding, 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 Bankruptcy and Equity Equitable Exception. Between the date . (c) None of the Meadow Balance Sheet and 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 counterparty 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 Meadow 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 right to declare a material default or exercise any remedy under any Company Contract; (iii) give any Person the right to accelerate the maturity or performance of any Company 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 notified Meadow in writing (received any written notice or, to the Knowledge of Meadowthe Company, otherwise) that it intends to terminate any other communication regarding any actual or not renew a Meadow possible violation or breach of, or default under, any Material Contract, except where such violation, breach or default would not, individually or in the aggregate, be material to the Acquired Companies, taken as a whole.

Contracts. (a) Section 4.11(a3.11(a) of the Meadow Company Disclosure Schedule lists the following Meadow Contracts in effect sets forth a complete and accurate list as of the date of this Agreement of all of the Contracts in the following categories to which the Company is a party (other than any Meadow Benefit Plan) under which Meadow or any of its Subsidiaries has any remaining material rights or obligations (each, each a “Meadow Material Scheduled Contract” and collectively, the “Scheduled Contracts”): (i) a material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated under license agreements or royalty agreements, whether the Securities ActCompany is the licensor or licensee thereunder; (ii) each Contract that non-disclosure agreements (whether the Company is material to the business beneficiary or operations the obligated party thereunder); (iii) Contracts or commitments (including groups of Meadow 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 its Subsidiariessimilar arrangements, taken as a whole, containing 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 covenant 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 Meadow the Company or any officer, director, Employee or Affiliate of its Subsidiaries the Company to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions Person that relates directly or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating indirectly to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each any Contract with the federal, state or local government or any Governmental Entity, other than clinical trial agreements, sponsored research agreements agency or material transfer agreements entered into in the Ordinary Course of Businessdepartment thereof; (ix) each Meadow Out-bound License and Meadow In-bound Licenseany Contract with a Related Party; (x) each Contract that is material to the business Leases of real or operations personal property (including groups of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits related Leases) involving annual payments of Meadow or any of its Subsidiariesmore than $25,000; (xi) each Contract that is not terminable at will with 60 days’ prior notice Contracts or commitments (with no penalty including groups of related Contracts or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (Acommitments) for the employment purchase or engagement sale of any employeeraw materials, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000commodities, (B) providing for the payment of any cash supplies, products, or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control paymentspersonal property, or for the acceleration furnishing or receipt of vesting or grant services, the performance of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies which will extend over a period of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of more than six months from the date of this Agreement, none result in a loss to the Company, or involve consideration in excess of Meadow, $25,000; (xii) Contracts or commitments concerning a partnership or joint venture; (xiii) any Contract not made in the ordinary course of its Subsidiaries or, to Meadow’s Knowledge, business; and (xiv) any other Contract under which the consequences of a default by any party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which termination would reasonably be expected to be material to Meadow have, individually or in the aggregate, a Company Material Adverse Effect. Complete and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as accurate copies of all of the date of this AgreementScheduled Contracts, each Meadow Material Contract is validincluding all amendments and supplements thereto, binding, enforceable and in full force and effect, subject have been provided to the Bankruptcy and Equity ExceptionBuyer. Between the date Except as set forth on Section 3.11(a) of the Meadow Balance Sheet and Company Disclosure Schedule, the date hereof, no counterparty Company is not a party to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge of Meadow, otherwise) that it intends to terminate or not renew a Meadow Material any oral Contract.

Contracts. (a) Section 4.11(a) Disclosure. Schedule 3.11 sets forth a complete and accurate list of all of the Meadow Disclosure Schedule lists Contracts of the following Meadow Contracts in effect as of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow or any of its Subsidiaries has any remaining material rights or obligations (each, a “Meadow Material Contract”):categories: (i) a material contract as defined Contracts not made in Item 601(b)(10) the ordinary course of Regulation S-K as promulgated under the Securities Actbusiness; (ii) each Contract License agreements or royalty agreements, whether RedChip is the licensor or licensee thereunder (excluding licenses that are commonly available on standard commercial terms, such as software "shrink-wrap" licenses); (iii) Confidentiality and non-disclosure agreements (whether RedChip is the beneficiary or the obligated party thereunder); (iv) Contracts or commitments involving future expenditures or Liabilities, actual or potential, in excess of $50,000 after the date hereof or otherwise material to the business RedChip Business or operations of Meadow the Assets; (v) Contracts or commitments relating to commission arrangements with others that are material to the RedChip Business; (vi) Employment contracts, consulting contracts, severance agreements, "stay-bonus" agreements and its Subsidiariessimilar arrangements, taken as a whole, containing including Contracts (A) to employ or terminate executive officers or other personnel and other contracts with present or former officers or directors of RedChip or (B) that will result in the payment by, or the creation of any covenant Liability of RedChip or FRT 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; (vii) Indemnification agreements; (viii) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether RedChip shall be the borrower, lender or guarantor thereunder ; (ix) Contracts containing covenants limiting the freedom of Meadow RedChip, or any RedChip Employee or Affiliate of its Subsidiaries RedChip, to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions Person that relates directly or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating indirectly to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of RedChip Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Any Contract that is material to with the business federal, state or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow local government or any of its Subsidiariesagency or department thereof; (xi) each Any Contract that is not terminable at will or other arrangement with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregatea Related Party; (xii) each collective bargaining agreement Leases of real or other similar Contract with any labor organization, union, group or association covering employees personal property involving annual payments of Meadowmore than $50,000; orand (xiii) each Any other Contract (A) for under which the employment consequences of a default or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow have a RedChip Material Adverse Effect, individually or in the aggregate. Complete and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as accurate copies of all of the date Contracts listed on Schedule 3.11, including all amendments and supplements thereto, have been made available to FRT. RedChip has included as part of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date Schedule 3.11 a brief summary of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge material terms of Meadow, otherwise) that it intends to terminate or not renew a Meadow Material each oral Contract.

Contracts. (a) Section 4.11(a3.15(a) of the Meadow Company Disclosure Schedule lists the following Meadow Contracts in effect Letter sets forth, as of the date hereof, a true, correct and complete list of this Agreement (other than any Meadow Benefit Plan) under each of the following Contracts to which Meadow the Company or any of its Subsidiaries has any remaining material rights or obligations (each, is a “Meadow Material Contract”):party: (i) a any “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-K as promulgated under of the Securities ActSEC); (ii) each any Contract relating to Indebtedness of the Company or any of its Subsidiaries (other than intercompany Indebtedness) and having an outstanding principal amount in excess of $500,000 in the aggregate (collectively, “Instruments of Indebtedness”); (iii) any Contract or obligation that (A) is a non-competition or exclusive dealing Contract or that otherwise purports to limit or restrict the ability of the Company or any of its Affiliates (including, after the Closing, Parent and its Affiliates) to solicit customers or to conduct business in any market or geographic area or (B) grants or purports to grant any right of first refusal, right of first offer or similar right or (C) contains a “most favored nation” clause or other term providing preferential pricing or treatment to a third party, the termination or breach of which would reasonably be expected to have a material to and adverse impact on the business or operations of Meadow Company and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect indemnification that could reasonably be expected to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement result in payments in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow the Company or any of its Subsidiaries, other than indemnity provisions in each case, except for Contracts with customers or suppliers of the Company or any of its Subsidiaries entered into in the Ordinary Course of Business; (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) each Meadow Real Estate Leaseany collective bargaining agreement; (viii) each any Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow Company and its Subsidiaries, taken as a whole, containing providing for the outsourcing, contract manufacturing, testing, assembly or fabrication (as applicable) of any royaltyproducts, dividend technology or similar arrangement based on services of the revenues or profits of Meadow Company or any of its Subsidiaries; (xiix) each any Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or material to the Company and its Subsidiaries, taken as applicablea 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 which involves payment its Subsidiaries, taken as a whole, granting the Company or receipt by Meadow or any of its Subsidiaries after the date a license, or other right to use, any Intellectual Property of this Agreement under any such third party (excluding commercially-available, off-the-shelf software); (xi) any Contract of more than $100,000 entered into in the aggregate, last five years providing for the acquisition or obligations after the date divestiture of this Agreement in excess of $100,000 in the aggregatea business; (xii) each collective bargaining agreement or other similar any Contract with any labor organization, union, group Top Supplier or association covering employees of MeadowTop Customer; or (xiii) each any other Contract (A) for not made in the employment Ordinary Course of Business that would reasonably be expected to materially delay or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon prevent the consummation of the MergerMerger or any of the transactions contemplated by this Agreement (the Contracts described in clauses (i) through (xiii), (C) restricting Meadow’s ability together with the Real Property Leases, being referred to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensationherein as “Material Contracts”). (b) Meadow has made available to Iris accurate True, correct and complete copies of all Meadow each Material Contracts, including all material amendments thereto, in each case in effect Contract have been made available to Parent. Each Material Contract is valid and binding on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any Company and each of its Subsidiaries orparty thereto and, to Meadow’s Knowledgethe knowledge of the Company, any other party thereto, except for such failures to a Meadow Material Contractbe valid and binding that would not, has breachedindividually or in the aggregate, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow the Company and its Subsidiaries, taken as a whole. As Except as would not, individually or in the aggregate, reasonably be expected to Meadow be material to the Company and its Subsidiaries, taken as of the date of this Agreementa whole, each Meadow there is no breach or default under any Material Contract is valid, binding, enforceable and in full force and effect, subject to by the Bankruptcy and Equity Exception. Between the date Company or any of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (its Subsidiaries party thereto or, to the Knowledge knowledge of Meadowthe Company, otherwiseany other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a breach or default thereunder by the Company or any of its Subsidiaries party thereto or, to the knowledge of the Company, any other party thereto. (c) There are no provisions in any Instrument of Indebtedness that it intends 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 terminate 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 Person, whether or not renew a Meadow Material Contractthe 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 4.11(aSchedule 4.14(a) of the Meadow Disclosure Schedule lists the following Meadow Contracts in effect as of to which the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow Company or any of its Subsidiaries has any remaining material rights or obligations is a party (each, a “Meadow Material Contract”): (i) a material contract as defined any Contract relating to the lease of personal property to or from any Person that involved rental payment obligations in Item 601(b)(10) excess of Regulation S-K as promulgated under $50,000 during the Securities Actyears ended December 31, 2017 or 2018; (ii) each any Real Property Lease; (iii) any Contract that is material to the business purchase or operations of Meadow and its Subsidiaries, taken as a whole, containing sell real property; (iv) except for (A) purchase orders of the Company or its Subsidiaries issued or received in the ordinary course of business consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business for the purchase or sale of supplies, products or goods and (B) Contracts with customers, suppliers or partners entered in the ordinary course of business consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business, any covenant limiting Contract for the freedom purchase or sale of Meadow supplies, products, or goods, or for the furnishing or receipt of services, in each case that involved payment obligations in excess of $100,000 during any twelve (12)-month period; (v) any Contract that involves any partnership, strategic alliance, joint venture or sharing of profits by the Company or any of its Subsidiaries with any other Person; (vi) any Contract under which the Company or its Subsidiaries has made, or that obligations the Company or its Subsidiaries to engage make, a loan or capital contribution to, or investment in, any Person other than advances to employees in any line the ordinary course of business or compete consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business; (vii) any PersonContract relating to Indebtedness; (viii) any (A) License, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to which the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow Company or any of its Subsidiaries or creating is obligated to pay royalties to any material Liens other Person with respect to any material assets Intellectual Property or (C) any restrictions or other limitations on the Company’s or any of Meadow its Subsidiaries’ rights with respect to, or use or disclosure of, any Owned Intellectual Property; (ix) any collective bargaining agreement or other agreement with any union or similar employee representative; (x) any Contract for the employment or engagement of any individual on a full-time, part-time or consulting basis, other than any such Contract that is terminable “at will” or that can be terminated without penalty, liability or premium upon notice of ninety (90) days or less; (xi) any powers of attorney or similar grants of agency executed by the Company or any of its Subsidiaries; (vixii) any Contract with any Governmental Authority not made in the ordinary course of business consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business; and (xiii) any Contract obligating the Company or any of its Subsidiaries: (A) to refrain from competing with any business, (B) to refrain from conducting business in any particular jurisdiction, (C) to refrain from conducting any business with certain parties, or (D) to provide “most favored nations” terms for the benefit of any other Person. (b) The Company has delivered or made available to Buyer a true, correct and complete copy of each Material Contract. Except as set forth on Schedule 4.14(b), with respect to each such Material Contract: (i) such Material Contract requiring payment by is in full force and effect and constitutes a legal, valid and binding obligation of the Company or the applicable Subsidiary of the Company that is a party thereto, enforceable in accordance with its terms and conditions, subject to Meadow General Principles of Law, Equity and Public Policy; (ii) none of the Company or any of its Subsidiaries after the date of this Agreement is in excess of $500,000 pursuant to its express terms relating to: (A) breach or default in any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with material respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow ; and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, iii) to the Knowledge of MeadowSeller Parties, otherwise) that it intends to terminate no event has occurred or not renew circumstance exists which, with notice or lapse of time or both, would constitute such a Meadow breach or default, or permit termination, modification, or acceleration, under such Material Contract.

Contracts. (a) Section 4.11(a3.14(a) of the Meadow Disclosure Schedule lists the following Meadow Contracts (x) that are Acquired Contracts and to which Seller or any of its Affiliates is a party or (y) to which an Acquired Company is a party, in effect each case as of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow or any of its Subsidiaries has any remaining material rights or obligations (each, a “Meadow Material Contract”):hereof: (i) a material contract as defined in Item 601(b)(10each Contract with any Person listed or required to be listed on Section 3.21(a) or Section 3.21(b) of Regulation S-K as promulgated under the Securities ActDisclosure Schedule; (ii) each Contract with any current employee, officer, director, manager, consultant or independent contractor that is material provides services to the business Business or operations an Acquired Company that cannot be terminated on notice of Meadow and its Subsidiaries, taken as a whole, containing 30 days or less without any obligation (A) any covenant limiting the freedom with annual required payments in excess of Meadow $[****] or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “mostthat provides post-favored nations” pricing provisions termination or marketing severance payments or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity benefits with a value in excess of goods or services$[****]; (iii) each Contract that restricts or prohibits any Seller Entity (in each case, with respect to the Business) or Acquired Company from soliciting customers, suppliers, or employees, conducting business in any markets or territories, or competing with any Person (including any such Contract with any restriction relating to capital expenditures and requiring payments after the date of this Agreement geography or Persons with whom a Seller Entity or Acquired Company is prohibited to engage in excess of $100,000 pursuant to its express terms and not cancelable without penaltyany business); (iv) each Contract relating pursuant to which any Person provides management or administrative services to any Seller Entity (in each case, with respect to the disposition Business) or acquisition Acquired Company with annual required payments in excess of material assets $[****] and that cannot be terminated on notice of 30 days or less without any obligation or pursuant to which any Seller Entity or Acquired Company provides management or administrative services to any other Person and each other Contract with any Seller Entity (in each case, with respect to the Business), Acquired Company or any ownership interest other Person to which any Seller Entity or Acquired Company provides business, administrative, back office or other similar services with annual required payments in excess of $[****] and that cannot be terminated on notice of 30 days or less without any entityobligation; (v) each Contract providing for the creation Lease, rental or occupancy agreement, license to real property, installment and conditional sale agreement (except personal property leases and installment and conditional sales agreements having aggregate payments of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation less than $[****] and with terms of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiariesless than one year); (vi) each Contract requiring payment for the purchase by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: Seller Entity (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except with respect to the Business) or Acquired Company of any supply or product that calls for Contracts entered into in performance over a period of more than one year (other than any such Contract that (A) is or on the Ordinary Course Closing Date will be terminable at will or upon not more than 30 days’ notice without any obligation or (B) contemplates aggregate payments of Businessless than $[****] per year); (vii) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities in each Meadow Real Estate Leasecase creating an exclusive relationship with any Seller Entity (in each case, with respect to the Business) or Acquired Company, or any agreement to act as one of the foregoing on behalf of the Business or an Acquired Company on an exclusive basis; (viii) each Contract with any Governmental EntityContract, other than clinical trial agreementswhether or not fully performed, sponsored research agreements relating to any acquisition or material transfer agreements entered into in disposition of any Subsidiary, business, division or line of business of an Acquired Company or the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound Licensejoint venture, partnership or Contract (in the case of a Contract to which a Seller Entity is a party, relating to the Business) involving a sharing of profits, losses, costs or Liabilities with any other Person; (x) each Contract that is material power of attorney granted by any Seller Entity relating to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow Business or any of its SubsidiariesAcquired Company; (xi) each Contract that is not terminable at will with 60 days’ prior notice any Governmental Body (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregatecase of such a Contract to which a Seller Entity is a party, or obligations after relating to the date of this Agreement in excess of $100,000 in the aggregateBusiness); (xii) each collective bargaining agreement Contract under which any Seller Entity or other similar Acquired Company has incurred or guaranteed any outstanding Debt (in the case of such a Contract with to which a Seller Entity is a party, relating to the Business), in each case in excess of $[****] or encumbering any labor organization, union, group of the Acquired Assets or association covering employees any assets of Meadow; oran Acquired Company in excess of $[****]; (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the MergerTransactions; (xiv) each Contract with any labor union (in the case of such a Contract to which a Seller Entity is a party, to the extent relating to the Business); (Cxv) restricting Meadow’s ability each Contract under which any Seller Entity (and which relates to terminate the employment Business) or any Acquired Company has advanced or loaned to any other Person outstanding amounts in the aggregate exceeding $[****]; (xvi) any settlement, conciliation, leniency or similar agreement (with respect to a Seller Entity, relating to the Business) with any Governmental Body pursuant to which any Seller Entity (in each case, with respect to the Business) or Acquired Company will have any continuing obligations following the Closing Date; (xvii) any “take or pay” Contract (in the case of a Contract with a Seller Entity, relating to the Business) or any other Contract (in the case of a Contract with a Seller Entity, with respect to the Business) that requires any Seller Entity or Acquired Company to purchase or sell products or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penaltyexclusively, or (D) providing for severance purchase or sell a minimum quantity or value of products or services, to or from any Person or containing a “most favored nation” or “most favored customer” or similar termination paymentsprovision in favor of the other party (in each case, retention other than any such Contract that (A) is or change on the Closing Date will be terminable at will or upon not more than 30 days’ notice by Buyer without any obligation or (B) contemplates aggregate payments of less than $[****] per year); and (xviii) each Intellectual Property Agreement (in control paymentsthe case of an Intellectual Property Agreement with a Seller Entity, or for relating to the acceleration of vesting or grant of any incentive equity or similar compensationBusiness). (b) Meadow Seller has made available delivered to Iris accurate Buyer a correct and complete copies copy of each written Material Contract, together with all Meadow Material Contractsamendments, including all material amendments exhibits, attachments, waivers or other changes thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow oral Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Contracts. (c) Each Material Contract is legal, valid, binding, enforceable and enforceable, in full force and effect, subject to the Bankruptcy and Equity ExceptionEnforceability Limitations. Between the date Except as set forth on Section 3.14(c) of the Meadow Balance Sheet and the date hereofDisclosure Schedule, (i) no counterparty to a Meadow Material Contract has notified Meadow in writing (been materially breached or canceled by any Seller Entity or Acquired Company or, to the Knowledge of MeadowSeller, otherwiseany other party thereto, and, since January 1, 2017, no Seller Entity or Acquired Company has received any written notice of termination, cancellation, material modification, acceleration or material breach or default with respect to any Material Contract, (ii) that it intends each Seller Entity and Acquired Company has performed, in all material respects, all material obligations under such Material Contracts required to terminate be performed by such Seller Entity or not renew Acquired Company, (iii) there is no existing fact or event which, upon giving of notice or lapse of time or both, would constitute a Meadow material breach or default by the Seller Entity or Acquired Company party thereto under any such Material Contract or would permit the termination, material modification or acceleration of such Acquired Contract or Material Contract, and (iv) no Seller Entity or Acquired Company has assigned, delegated or otherwise transferred to any third party any of its rights, title or interest under any such Material Contract.

Contracts. (a) Section 4.11(a) 3.16 of the Meadow Company Disclosure Schedule Letter lists each Contract of the following Meadow Contracts in effect as of types to which the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow Company or any of its Subsidiaries has is a party or by which any remaining material rights of their respective properties or obligations (each, a “Meadow Material Contract”):assets is bound: (i) any Contract required to be filed by the Company as a “material contract as defined in contract” pursuant to Item 601(b)(10) of Regulation S-K as promulgated S‑K under the Securities ActAct or disclosed by the Company on a Current Report on Form 8‑K; (ii) each any Contract that is material expressly restricts the ability of the Company or any of its Subsidiaries (or, following the consummation of the Mergers and the other transactions contemplated by this Agreement, would expressly restrict the ability of Parent or any of its Subsidiaries, including the Surviving Corporation) to the compete in any line of business or operations with any Person or in any geographic area, or that expressly restricts the right of Meadow the Company and its Subsidiaries (or, following the consummation of the Mergers 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” status or any type of special discount rights, where such restriction would reasonably be expected to have a material impact on the Company’s and its Subsidiaries’ business, taken as a whole, containing ; (Aiii) any covenant limiting Contract with respect to the freedom formation, creation, operation, management or control of Meadow a joint venture, partnership, limited liability or other similar agreement or arrangement; (iv) any Contract relating to Indebtedness; (v) any Contract involving the pending acquisition or disposition, directly or indirectly (by merger or otherwise), of capital stock or other equity interests, or any assets or liabilities that are material to the Company (other than acquisitions or dispositions of inventory in the ordinary course of business consistent with past practice); (vi) any Contract other than a Company Plan that by its terms calls for aggregate payment or receipt by the Company and its Subsidiaries under such Contract of more than $300,000 over any twelve month period; (vii) any Contract providing for continuing indemnification, guarantee, “earn-out” or other contingent payment obligations to or from any Person with respect to liabilities relating to any current or former business of the Company, any of its Subsidiaries or any predecessor Person, excluding indemnification provided by the Company or any of its Subsidiaries to engage customers in the ordinary course of business; (viii) any line (1) license agreement other than (A) a license of business or compete with any Person, commercially available “off-the-shelf” software for an aggregate license fee of no more than $25,000 and (B) any “most-favored nations” pricing provisions Contracts that contain a license from a customer to use its information or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity data in the course of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing performing services for the creation of customer, including any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for such Contracts that grant the creation of material Indebtedness of Meadow Company or any of its Subsidiaries a license to any rights to Intellectual Property in and to any portion of the work product or creating other deliverables prepared for the customer or (2) Contract that limits the Company’s or any of its Subsidiaries’ rights to enforce or register Intellectual Property owned by the Company or any of its Subsidiaries, including covenants not to ▇▇▇ and co-existence agreements; (ix) any Contract that provides for any standstill or similar obligations restricting the purchase by the Company of securities of a third Person; (x) any Contract (including any Contract for the provision of drilling services) that obligates the Company or any of its Subsidiaries to make any capital expenditures in any twelve month period in an amount in excess of $200,000; (xi) any Contract pursuant to which the Company or any of its Subsidiaries is the lessee or lessor of, or holds, uses, or makes available for use to any Person (other than the Company or any of its Subsidiaries), (1) any real property or (2) any tangible personal property and, in the case of clause (2), that involves an aggregate future or potential liability or receivable, as the case may be, in excess of $300,000; (xii) any Contract for the sale or purchase of any real property, or for the sale of any tangible personal property in an amount in excess of $50,000; (xiii) any material Liens with respect to Contract not entered into in the ordinary course of business between the Company or any of its Subsidiaries, on the one hand, and any Affiliate thereof other than any Subsidiary of the Company; (xiv) any material assets Contract with a former executive officer or director of Meadow the Company or any of its Subsidiaries; (vixv) each any Contract requiring payment by with any Governmental Entity; (xvi) any Contract with any labor union; (xvii) any Contract relating to settlement or to Meadow other final disposition of any Action since January 1, 2018; or (xviii) any Contract that results in any Person holding a power of attorney from the Company or any of its Subsidiaries after that relates to the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealerCompany, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any their respective business. Each contract of the type described in clauses (i) through (xviii) is referred to herein as a “Material Contract.” (i) Each Material Contract to sell, distribute or commercialize any products or service of Meadow or is valid and binding on the Company and any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material Subsidiaries to the business or operations of Meadow and its Subsidiaries, taken as extent such Subsidiary is a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiariesparty thereto, as applicable, and which involves payment or receipt to the Company’s knowledge, each other party thereto, and is in full force and effect and enforceable in accordance with its terms; (ii) the Company and each of its Subsidiaries, and, to the Company’s knowledge, each other party thereto, has performed all obligations required to be performed by Meadow or its Subsidiaries after the date of this Agreement it under each Material Contract; and (iii) there is no default under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in by the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, Company or any of its Subsidiaries or, to Meadowthe Company’s Knowledgeknowledge, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to a Meadow the Company’s knowledge, any other party thereto under any such Material Contract, nor has breached, violated the Company or defaulted under, or received notice that it breached, violated or defaulted under, any of its Subsidiaries received any notice of any such default, event or condition except for such default as has not had and would not reasonably be expected to have, individually or in the terms or conditions ofaggregate, or Laws applicable toa Company Material Adverse Effect. The Company has made available to Parent true and complete copies of all Material Contracts, including all amendments thereto. (c) Neither the Company nor any Meadow Material Contract in such manner as would permit any other of its Subsidiaries is a party to cancel any material Contract that contains a “change of control” provision that would or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiariesprevent, taken as a whole. As to Meadow and its Subsidiaries, as delay or impair the consummation of the date of transactions contemplated by this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge of Meadow, otherwise) that it intends to terminate or not renew a Meadow Material Contract.

Contracts. amend or otherwise modify (a) Section 4.11(a) or agree to do so), or violate the terms of, any of the Meadow Contracts set forth or described in the respective Disclosure Schedule lists Schedule; Capital Stock: declare, set aside, or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any Capital Stock, or split, combine or reclassify any Capital Stock or issue or authorize the following Meadow Contracts issuance of any other securities in effect as respect of, in lieu of or in substitution for shares of Capital Stock, or repurchase, redeem or otherwise acquire, directly or indirectly, any shares of Capital Stock (or options, warrants or other rights exercisable therefor); Issuances of Capital Stock: issue, grant, deliver or sell or authorize or propose the date issuance, grant, delivery or sale of, or purchase or propose the purchase of, any shares of this Agreement (other than any Meadow Benefit Plan) under which Meadow Capital Stock or any of its Subsidiaries has any remaining material rights securities convertible into, or obligations (eachsubscriptions, a “Meadow Material Contract”): (i) a material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act; (ii) each Contract that is material rights, warrants or Options to the business or operations of Meadow and its Subsidiariesacquire, taken as a whole, containing (A) any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing commitments of any character obligating it to issue or purchase any such shares or other convertible securities, except for issuances of Company Common Stock pursuant to exercises of Company Options or Company Warrants disclosed in Section 2.3(c) of the creation Company Disclosure Schedule and the conversion of material Indebtedness the Company Preferred Stock disclosed in Section 2.3(a) of Meadow the Company Disclosure Schedule; Amendments to Articles: cause or permit any amendments to such party's articles of incorporation or bylaws; Dispositions: sell, lease, license or otherwise dispose of or encumber any Assets or Property, except for Assets or Property that are not Company Intellectual Property in the ordinary course of business consistent with past practice; provided, that the Company may enter into non-exclusive licenses of Company Intellectual Property with licensees (A) in the ordinary course of the Company's business consistent with past practice and (B) outside of the ordinary course of the 34 Company's business consistent with past practice with the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed; Indebtedness: incur any indebtedness for borrowed money or guarantee any such indebtedness, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities or guarantee any debt securities of others, enter into any "keep well" or other agreement to maintain any financial statement condition, or enter into any arrangement having the economic effect of any of its Subsidiaries the foregoing other than in connection with the financing of ordinary course trade payables and capital equipment leases consistent with past practice; Loans: grant any loans to others or creating purchase debt securities of others or amend the terms of any material Liens with respect to outstanding loan agreement; Payment of Obligations: pay, discharge or satisfy any material assets claim or Liability arising other than in the ordinary course of Meadow business, other than the payment, discharge or any satisfaction of its Subsidiaries; (vi) each Contract requiring payment by Liabilities reflected or to Meadow reserved against in such respective party's Financials or any of its Subsidiaries after incurred since the date of the Current Balance Sheet in the ordinary course of business and reasonable expenses incurred in connection with the transactions contemplated by this Agreement Agreement; Expenditures: make any expenditures or enter into any commitment or transaction exceeding $25,000 individually or $50,000 in excess the aggregate as to the Company and $2,500 individually or $5,000 in the aggregate as to the Parent; Insurance: reduce the amount of $500,000 any insurance coverage provided by existing insurance policies; Employees: hire or terminate any Employees, or encourage any Company Employees to resign from the Company, other than Non-Continuing Employees; Severance Arrangements: grant or increase or modify in favor of any Employee any severance or termination pay to any Employee except payments made pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services standard written agreements or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into plans outstanding on the date hereof and disclosed in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each respective party's Disclosure Schedule; Employee Contracts: enter into or amend any Contract with any Governmental Entityofficer, director or employee; Employee Plans: adopt or amend any Employee Plan, enter into any employment Contract, pay or agree to pay any special bonus or special remuneration to any director, officer or Employee, or increase the salaries, wage rates, or other compensation of its Employees except payments made pursuant to standard written agreements in place on the date hereof and disclosed in the respective party's Disclosure Schedule; Litigation: commence or settle any litigation (other than clinical trial agreementsa lawsuit for breach of this Agreement); Taxes: make or change any material election in respect of Taxes, sponsored research agreements adopt or material transfer agreements entered change any accounting method in respect of Taxes, enter into any closing agreement, settle or compromise any claim or assessment in respect of Taxes, or consent to any extension or waiver of the Ordinary Course limitation period applicable to any claim or assessment in respect of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material Taxes; Acquisitions: acquire or agree to the acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or operations of Meadow and its Subsidiariesany corporation, taken as a wholepartnership, containing association or other business organization or division thereof, or otherwise acquire or agree to acquire any royaltyassets which are material, dividend individually or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after to the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadowrespective party's business; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, Revaluation: revalue any of its Subsidiaries orassets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable; or Other: take or agree in writing or otherwise to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted undertake, any of the terms or conditions ofactions described in Section 4.1(a) through Section 4.1(u) above, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other action that would prevent the respective party to cancel or terminate any such Meadow Material Contractfrom performing, or would permit any other cause the respective party not to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow perform, its covenants and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge of Meadow, otherwise) that it intends to terminate or not renew a Meadow Material Contractagreements hereunder.

Contracts. (ai) Section 4.11(aExcept for Contracts filed as exhibits to the Company SEC Documents, there are no Contracts that were required to be filed as an exhibit to those Company SEC Documents under the Exchange Act and the rules and regulations promulgated thereunder. The Company has delivered or Made Available to the Parent true and complete copies, of: (A) all Contracts of the Meadow Disclosure Schedule lists the following Meadow Contracts in effect as of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow Company or any of its Subsidiaries has any remaining material rights made in the Ordinary Course of Business involving payments by or obligations (each, a “Meadow Material Contract”): (i) a material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act; (ii) each Contract that is material to the business Company or operations of Meadow and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty250,000; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision all Contracts or legally binding commitments of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealerthe Company, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sellof its Affiliates that contain a covenant restricting the ability of the Company or any of its Subsidiaries (or which, distribute or commercialize any products or service following the consummation of Meadow the Merger, could restrict the ability of the Parent or any of its Subsidiaries) to compete with respect to the development, manufacturing, marketing or distribution of any of the Company’s current products or services and such Contracts are set forth in each case, except for Contracts entered into in Section 3.1(i)(i)(B) of the Ordinary Course of BusinessDisclosure Schedule; (viiC) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in all Contracts of the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow Company or any of its Subsidiaries with any Affiliate of the Company (other than any of its Subsidiaries) other than offer letters, employment agreements or consulting agreements providing solely for at will employment or services and containing no right to any pay or benefits after employment or services has terminated, and other than those Contracts that are required to be disclosed pursuant to 3.1(i)(i)(D) below; (xiD) all employment, consulting, bonus, compensation, severance, or retention agreements or arrangements or similar agreements or arrangements or understandings (whether oral or written) of the Company or any of its Controlled Group Members other than offer letters, employment agreements or consulting agreements providing solely for at will employment and containing no right to severance benefits except as required by applicable law) and a list of all such Contracts is set forth in Section 3.1(i)(i)(D) of the Disclosure Schedule; (E) all Contracts of the Company or any Subsidiary of the Company pursuant to which any third party is authorized to use, copy, market, distribute or in any other manner exploit any Intellectual Property (as defined below) of the Company; (F) all Contracts of the Company or any Subsidiary pursuant to which the Company or such Subsidiary is granted rights in Intellectual Property (as defined below) of any third person and a list of all such Contracts is set forth in Section 3.1(i)(i)(F) of the Disclosure Schedule; (G) all Contracts containing “standstill” or similar provisions and a list of all such Contracts is set forth in Section 3.1(i)(i)(G) of the Disclosure Schedule; (H) all material joint venture, partnership or other similar Contracts to which the Company or any of its Subsidiaries is a party and a list of all such Contracts is set forth in Section 3.1(i)(i)(H) of the Disclosure Schedule; (I) all loan agreements, credit agreements, letters of credit, notes, debentures, bonds, mortgages, indentures, promissory notes and other Contracts relating to the borrowing of money or extension of credit other than standard invoice terms for payments of invoices in connection with sales of the Company’s products or services (collectively, “Debt Obligations”) pursuant to which any material 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 Person; and (J) all powers of attorney and Contracts and arrangements pursuant to which the Company or any Subsidiary of the Company has any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangements. (ii) Each Contract or agreement referenced in Sections 3.1(i)(i)(A) through (I) above (notwithstanding any disclosures contained in Sections 3.1(i)(i)(A) through (I) of the Disclosure Schedule) and each Contract or agreement disclosed in the Disclosure Schedule is in full force and effect (except for those Contracts that is not terminable have expired in accordance with their terms) and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms (subject to (A) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, moratorium, reorganization, receivership and similar laws relating to or affecting the enforcement of the rights and remedies of creditors generally and (B) principles of equity (regardless of whether considered and applied in a proceeding in equity or at will with 60 days’ prior notice (with no penalty law)), of the Company or payment) by Meadow each Subsidiary, as applicable, and the Company or its Subsidiaries, as applicable, have performed all of their material obligations under, and which involves payment is not in violation or receipt by Meadow breach of or its Subsidiaries after the date of this Agreement under default under, any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement except for such violation or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are breach which could not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as have a wholeMaterial Adverse Effect on the Company. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, to To the Knowledge of Meadowthe Company, otherwise) that it intends the other parties to terminate any such Contract or agreement have performed all of their obligations under, and are not renew in violation or breach of or default under, any such Contract or agreement except for such violations or breaches which could not reasonably be expected to have a Meadow Material ContractAdverse Effect on the Company.

Contracts. The Company Disclosure Schedule lists, and the Company has heretofore furnished to Parent complete and accurate copies of (or, if oral, the Company Disclosure Schedule states all material provisions of), (a) Section 4.11(a) every employment, material consulting, severance or change of control agreement or arrangement for the benefit of any director, officer, employee, other person or stockholder of the Meadow Disclosure Schedule lists the following Meadow Contracts Company or any Subsidiary or any affiliate thereof in effect as of the date of this Agreement (other than to which the Company or any Meadow Benefit Plan) under Subsidiary is a party or by which Meadow the Company or any Subsidiary or any of its Subsidiaries has their properties or assets is bound, and (b) every contract with physicians, scientific advisory board members or material consultants in effect as of the date of this Agreement to which the Company or any remaining Subsidiary is a party or by which the Company or any Subsidiary or any of their properties or assets is bound. Neither the Company nor any Subsidiary is in material rights violation of or obligations (eachin default under any contract, a “Meadow Material Contract”): (i) a material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act; (ii) each Contract plan, agreement, understanding, arrangement or obligation that is material to the business or operations of Meadow Company and its Subsidiaries, taken Subsidiaries considered as a whole, containing (A) any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements such violations or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract defaults that is material could not reasonably be expected to the business or operations of Meadow and its Subsidiaries, taken as have a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Company Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written formAdverse Effect. As of the date of this Agreement, none neither the Company nor any Subsidiary is a party to any contract, plan, agreement, understanding, arrangement or obligation (i) which materially restricts the Company's, or after the Merger would materially restrict the Surviving Corporation's or Parent's, ability to conduct any material line of Meadowbusiness, (ii) which imposes on the Company or any of its Subsidiaries orSubsidiary material obligations (including, without limitation, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated pay material milestone payments or defaulted undermaterial license fees) not reflected in the Company's financial statements included within the Company's SEC Filings, or received notice (iii) that it breached, violated or defaulted under, any would be required to be filed with the SEC in a filing to which paragraph (b)(10) of Item 601 of Regulation S-K of the terms or conditions ofRules and Regulations of the SEC is applicable, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a wholehas not been so filed. As to Meadow and its SubsidiariesTo the Company's knowledge, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty World Medical is not a party to a Meadow Material Contract has notified Meadow in writing (orany contract, plan, agreement, understanding, arrangement or obligation which materially restricts World Medical's, or after the Merger would materially restrict the Surviving Corporation's or Parent's, ability to the Knowledge conduct any material line of Meadow, otherwise) that it intends to terminate or not renew a Meadow Material Contractbusiness.

Contracts. (a) Section 4.11(a2.07(a) of the Meadow Seller Disclosure Schedule lists the following Meadow Contracts Letter contains a list of each Rochas Contract that is in effect as of the date of this Agreement and that falls in one or more of the following categories (other than any Meadow Benefit Plan) under which Meadow collectively, whether or any of its Subsidiaries has any remaining material rights or obligations (eachnot scheduled, a the “Meadow Rochas Material ContractContracts”): (i) a material contract as defined Contract (x) containing covenants binding upon Seller or its Subsidiaries that restrict during any period of time the ability of Seller or any of its Subsidiaries to compete or engage in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act; (ii) each Contract that is material to the any business or operations of Meadow and geographic area or in any way purport to restrict Seller or its Subsidiaries, taken as a whole, containing (A) any covenant limiting ’ business activity or limit the freedom of Meadow Seller or any of its Subsidiaries to engage in any line of business and (y) that would bind Acquiror or compete with any Person, of its Affiliates following the Closing by virtue of the transactions contemplated by this Agreement; (Bii) a Contract containing any “most-most favored nations,” pricing provisions exclusivity or marketing similar right or distribution rights related undertaking in favor of any party other than Seller and its Subsidiaries with respect to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of material goods or servicesservices purchased or sold by Seller or its Subsidiaries and that would bind Acquiror or any of its Affiliates following the Closing by virtue of the transactions contemplated by this Agreement; (iii) each a lease, sublease or similar Contract relating with any Person under which Seller or any of its Subsidiaries is a lessor or sublessor of, or makes available for use to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penaltyany Person, any Rochas Facilities; (iv) each a license or sublicense Contract relating to the disposition or acquisition of material assets under which Seller or any ownership interest of its Subsidiaries is licensee or licensor, or sub-licensee or sub-licensor of any material Intellectual Property used in the Rochas Business other than licenses to any entityshrink wrap, click wrap or other software that is generally commercially available and not customized; (v) each a Contract providing for the creation sale of any mortgagesmaterial Acquired Asset or collection of Acquired Assets that are material to the Rochas Business in the aggregate, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for than Contracts entered into in the Ordinary Course of the Rochas Business that provide for the sale of Rochas Inventory (including any finished goods or work-in-process) or obsolete equipment; (vi) a Contract involving the payment of more than $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 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) each Meadow Real Estate Leasea 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 with calling for capital expenditures in excess of $2,500,000 that would bind Acquiror or any Governmental Entity, of its Affiliates following the Closing by virtue of the transactions contemplated by this Agreement; and (xv) any other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into Contract not made in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract the Rochas Business that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensationRochas Business. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Each Rochas Material Contract is valid, binding and in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any full force and effect and is enforceable by and against Seller or one of its Subsidiaries orin accordance with its terms, to Meadow’s Knowledge, any other party to a Meadow Material Contract, except as has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as not been and would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would not reasonably be expected to be material to Meadow the Rochas Business. Each of Seller and its Subsidiaries, taken as Subsidiaries has performed all obligations required to be performed by it to date under the Rochas Material Contracts to which it is a whole. As to Meadow party and its Subsidiaries, as is not in breach of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (oror default thereunder and, to the Knowledge of MeadowSeller, otherwiseno other party to any Rochas Material Contract is in breach of or default thereunder 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 it intends the counterparty to terminate any Rochas Material Contract is seeking to renegotiate any material term of such contract, including material amounts paid or not renew 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 Meadow Rochas Material Contract, including material amounts paid or payable thereunder, underway. (d) Seller has made available to Acquiror a true, complete and correct copy of each Rochas Material Contract (or, if such Contract is not in written form, a true and correct summary of the material terms thereof), including any material amendment, supplement and modification (whether oral or written) in respect thereof.

Contracts. (a) Section 4.11(a) of Except as set forth on Schedule 2.14, the Meadow Disclosure Schedule lists the following Meadow Contracts in effect as of the date of this Agreement (other than Company is not a party to or bound by any Meadow Benefit Plan) under which Meadow or any of its Subsidiaries has any remaining material rights or obligations (each, a “Meadow Material Contract”):written: (i) a material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Actcollective bargaining agreement or other Contract with any labor union; (ii) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, Contracts containing covenants (Aincluding confidentiality provisions if applicable) any covenant limiting the freedom of Meadow any employee, consultant, manager, member or any Affiliate of its Subsidiaries the Company, to engage in any line of business or business, compete with any Personperson or that otherwise have the effect of restricting in any material respect the employee, (B) any “most-favored nations” pricing provisions consultant, manager, member or Affiliate of the Company from the development, manufacture, marketing or distribution rights related of products and/or services, including without limitation, non-competition, non-solicitation and standstill obligations; (iii) Contract relating to Indebtedness or to the mortgaging or pledging of, or otherwise placing a Lien on, any products of its assets or territory, any of its securities; (Civ) Contract which prohibits it from freely engaging in business or competing with any exclusivity provision Person anywhere in the world during any period of time without any limitation or Adverse Consequences; (Dv) Contract under which it has advanced or loaned any agreement other Person any amounts; (vi) Contract creating an obligation of the Company to purchase minimum quantity of goods goods, materials or services; (iiivii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by the Company to indemnify or to Meadow or hold harmless any of its Subsidiaries after Person whereby the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or serviceCompany is, or any agreement pursuant could reasonably be anticipated to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be ownedbe, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except responsible for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Leaseindemnification obligations; (viii) each warranty Contract with any Governmental Entityrespect to its services rendered or its products sold, other than clinical trial agreements, sponsored research agreements leased or material transfer agreements entered into in the Ordinary Course of Businesslicensed; (ix) each Meadow Out-bound License and Meadow In-bound Licenseany Contract with any of the Members, the Company or their respective Affiliates; (x) each Contract that is material to the business provides any customer with pricing, discounts or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement benefits that change based on the revenues pricing, discounts or profits benefits offered to other customers of Meadow or the Company, including any of its SubsidiariesContract which contains a “most favored nation” provision; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after providing for the date provision of this Agreement under free products to any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregatePerson; (xii) each collective bargaining agreement Contract which contains performance guarantees; (xiii) Contract with a license of Intellectual Property to or from the Company; (xiv) Contract involving the settlement of any Action or Proceeding or threatened Action or Proceeding; (xv) Contract appointing any agent to act on its or their behalf or any power of attorney; (xvi) Contract relating to the acquisition or sale of the Business (or any material portion thereof), whether or not consummated; (xvii) Contract with any Governmental or Regulatory Authority; (xviii) partnership, joint venture or other similar Contract involving a share of profits, losses, costs, or liabilities with any labor organization, union, group other Person; (xix) any lease for operating equipment or association covering employees of Meadowother personal property; or (xiiixx) each other Contract (A) for material to the employment Company, whether or engagement not entered into in the ordinary course of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensationbusiness. (b) Meadow The Company has no and is not bound by any oral Contracts. A true, correct and complete copy of each written Material Contract (as defined below) has been made available to Iris accurate Buyer. With respect to the Company’s obligations thereunder and, with respect to the obligations of the other parties thereto, all of the Contracts set forth or required to be set forth on Schedule 2.14 or Schedule 2.15 (each a “Material Contract”) are valid, binding and complete copies of all Meadow Material Contracts, including all material amendments enforceable against the Company (to the extent party thereto) and enforceable by the Company (to the extent party thereto) against the other parties thereto, in each case in effect on accordance with their respective terms. The Company (to the date hereof but excluding extent party thereto) has performed all obligations required to be performed by them under such Contracts and the Company has not received any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated is in default under or defaulted under, any in breach of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party . Prior to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, (i) no counterparty event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company under any such Contract; (ii) to a Meadow the Company’s knowledge, no other party to any such Contract is in breach thereof or default thereunder and none of the Company or any Member has received any notice of termination, cancellation, breach or default under any such Contract; and (iii) there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under any of the Material Contracts with any Person and no such Person has made written demand for such renegotiation. The Company (to the extent party thereto) shall have the benefit of each Material Contract has notified Meadow in writing (or, and shall be entitled to enforce each such Contract immediately following the Knowledge of Meadow, otherwise) that it intends to terminate or not renew a Meadow Material ContractClosing.

Contracts. (a) Section 4.11(a3.15(a) of the Meadow Company Disclosure Schedule lists the following Meadow Contracts in effect Letter sets forth, as of the date of this Agreement (other than Agreement, a true, correct and complete list of each of the following Contracts to which any Meadow Benefit Plan) under Acquired Company is a party or to or by which Meadow any Acquired Company or any of its Subsidiaries has assets or businesses is subject or bound (and any remaining material rights or obligations (eachamendments, a “Meadow Material Contract”supplements and modifications thereto): (i) any 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 any of their respective Affiliates may engage or geographic area in which any of them may so engage in any business; (ii) any indenture, loan or credit agreement, security agreement, guarantee, note, mortgage, letter of credit, reimbursement agreement or other Contract, in any such case relating to indebtedness of any Acquired Company having an outstanding principal amount in excess of $5,000,000 (except for such indebtedness between the wholly owned Acquired Companies or guarantees by the Company or a Subsidiary of the indebtedness of any wholly owned Subsidiary of the Company); (iii) any Contract relating to any material contract joint venture, strategic alliance, partnership or similar 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 reinsurance treaty or agreement, including any retrocessional agreement, that is material to the Acquired Companies, taken as defined a whole (collectively, the “Company Reinsurance Agreements”); (v) 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) 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 Contract pursuant to which (A) any Acquired Company licenses or 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 Contract not otherwise described in any other 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 as promulgated under the Securities Act, 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 incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement. (viii) any keepwell or similar agreement under which the 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 wholly owned Subsidiary of the Company); (iiix) each any Contract that prohibits the payment of dividends or distributions in respect of the shares or capital stock of the Company or any of its Subsidiaries, prohibits the pledging of the shares or capital stock of the Company or any Subsidiary of the Company or prohibits the issuance of any guarantee by the Company or any Subsidiary of the Company; (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 than (x) those terminable on less than ninety (90) days’ notice without payment by the Company or any Subsidiary of 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) 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 business or operations of Meadow Company and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing necessary for the creation conduct of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow the Company and its Subsidiaries, taken as a whole, containing any royaltyas currently conducted, dividend other than managing agency agreements or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiariesmanaging general underwriting agreements; (xixv) any material Contract or commitment with any Insurance Regulator; and (xvi) each Contract entered into prior to the date hereof that is not terminable at will with 60 days’ prior notice (with no penalty or paymentrequired to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) by Meadow or its Subsidiaries, as applicableof Regulation S-K under the Securities Act excluding those compensatory plans described in Item 601(b)(10)(iii) of Regulation S-K under the Securities Act, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (Arequired to be listed in Section 3.15(a) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability Company Disclosure Letter is referred to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensationherein as a “Material Company Contract.” (b) Meadow has made available Each Material Company Contract is valid and binding on each Acquired Company party thereto and, to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As knowledge of the date of this AgreementCompany, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any each other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow thereto and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and 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 Bankruptcy Enforceability Limitations. Except as, individually or in the aggregate, has not had, and Equity Exception. Between the date would not reasonably be expected to have, a Company Material Adverse Effect, there is no breach or default under any Material Company Contract by any of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (Acquired Companies party thereto or, to the Knowledge knowledge of Meadowthe Company, otherwise) any other party thereto and no event or condition has occurred that with the lapse of time or the giving of notice or both would constitute a breach or default thereunder by any of the Acquired Companies party thereto or, to the knowledge of the Company, 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 intends to terminate or not renew a Meadow under each Material Company Contract.

Contracts. (a) Section 4.11(a) of the Meadow Disclosure Schedule lists the following Meadow Contracts in effect as As of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow or hereof, neither the Company nor any of its Subsidiaries has any remaining material rights is a party to or obligations (each, a “Meadow Material Contract”): bound by (i) a any “material contract contract” (as such item is defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act; K), (ii) each Contract that is material any joint venture agreement and (iii) other than the Pharmacy Agreement with Medco Health Solutions, Inc., a true and complete copy of which has been provided to Buyer prior to the business date hereof, any agreement which does or operations of Meadow and its Subsidiaries, taken as a whole, containing (A) any covenant limiting may establish the freedom of Meadow terms under which the Company or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any will receive payment for providing products or territoryservices to the sponsors or beneficiaries of any Part D plan (as such term is defined at 42 C.F.R. Section 423.4), (C) including any exclusivity provision or (D) any agreement to purchase minimum quantity Part D plan which has not, as of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms hereof, been approved by the Centers for Medicare and not cancelable without penalty; (iv) each Contract relating Medicaid Services as a Part D plan, but for which such approval is being sought. Prior to the disposition date hereof, the Company has provided to Buyer access to substantially all of the customer or acquisition of material assets provider agreements to which the Company or any ownership interest in of its Subsidiary is a party to or bound by. As of the date hereof, to the Company’s actual knowledge (without inquiry), neither the Company nor any entity; (v) each Contract providing for of its Subsidiaries is a party to, or bound by, any written or oral non-competition agreement or any other agreement or arrangement that may limit or otherwise materially restrict the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow Company or any of its Subsidiaries or creating their respective Affiliates or any material Liens with respect to any material assets of Meadow successor thereto, or that would, after the Effective Time, limit or restrict Buyer or any of its Subsidiaries; Affiliates (viincluding the Surviving Corporation) each Contract requiring payment or any successor thereto, from engaging or competing in any line of business currently engaged in, or proposed to be engaged in, by or to Meadow the Company or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services geographic area or products with respect to any pre-clinical customer or clinical development activities potential customer. For purposes of Meadow this Agreement, the types of agreements or any arrangements described in this Section 5.14(a) are collectively referred to as “Company Agreements.” (b) Each of the Company Agreements is a valid and binding obligation of the Company or one of its Subsidiaries; (C) any dealerSubsidiaries and, distributorto the knowledge of the Company, joint marketing, alliance, joint venture, cooperation, development or the valid and binding obligation of each other agreement currently in force under which Meadow or party thereto. Neither the Company nor any of its Subsidiaries has continuing obligations is or is alleged to develop or market be nor, to the knowledge of the Company, is any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be ownedother party thereto, in whole breach or violation of or in partdefault in respect of, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each caseCompany Agreements, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entitybreach, other than clinical trial agreementsviolation or default which would not reasonably be expected to have, sponsored research agreements individually or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow a Material Contracts, including all material amendments thereto, in each case in effect Adverse Effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge of Meadow, otherwise) that it intends to terminate or not renew a Meadow Material ContractCompany.

Contracts. (a) Except for (x) this Agreement, (y) Contracts listed on Section 4.11(a) 4.16 of the Meadow Parent Disclosure Schedule lists Letter and (z) Contracts filed as exhibits to the following Meadow Contracts in effect Filed Parent SEC Documents, as of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow Agreement, none of Parent or the Parent Subsidiaries is a party to or bound by any of its Subsidiaries has any remaining material rights or obligations the following (eacheach such Contract, a “Meadow Parent Material Contract”): (i) a material contract any Contract that would be required to be filed by Parent as defined in an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(10601(b)(2), (4), (9) or (10) of Regulation S-K as promulgated under the Securities Act; (ii) each any Contract containing covenants binding upon Parent or the Parent Subsidiaries that is material to materially restrict the business or operations ability of Meadow and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow Parent or any of its the Parent Subsidiaries to engage in any line of business (or compete with any Personthat, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon following the consummation of the Merger, would materially restrict the ability of the Surviving Company, the Surviving Partnership or any of their respective Affiliates) to compete in any business or geographic area or with any Person; (Ciii) restricting Meadow’s ability any material partnership, limited liability company agreement, joint venture or other similar agreement entered into with any third party; (iv) any Contract for the pending sale, option to terminate the employment sell, right of first refusal, right of first offer or services of any employeeother contractual right to sell, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penaltydispose of, or master lease, by merger, purchase or sale of assets or stock or otherwise, any real property, including any Parent Property or any asset that, if purchased by Parent or any Parent Subsidiary, would be a Parent Property; (Dv) providing for severance any Contract that requires Parent or any Parent Subsidiary to dispose of or acquire assets or properties (other than any real property) that (together with all of the assets and properties subject to such requirement in such Contract) have a fair market value in excess of $1,000,000, or involves any pending or contemplated merger, consolidation or similar termination paymentsbusiness combination transaction; (vi) any Contract relating to indebtedness for borrowed money (whether incurred, retention assumed, guaranteed or change in control paymentssecured by any asset) or under which Parent or any Parent Subsidiary has, directly or indirectly, made any loan, capital contribution to, or for other investment in, any Person (other than in Parent or any Parent Subsidiary) in excess of $2,000,000; (vii) any Contract that obligates Parent or any Parent Subsidiary to make non-contingent aggregate annual expenditures (other than principal and/or interest payments or the acceleration deposit of vesting other reserves with respect to debt obligations) in excess of $1,000,000 and is not cancelable within ninety (90) days without material penalty to Parent or grant of any incentive equity or similar compensation.Parent Subsidiary (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreementhereof, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any each of the terms Parent Material Contracts is valid, binding and enforceable on Parent or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its the Parent Subsidiaries, as the case may be, and, to the Knowledge of the date of this AgreementParent, each Meadow Material Contract other party thereto and is valid, binding, enforceable and in full force and effect, in each case subject to the Bankruptcy and Equity Exception, except for such failures to be valid, binding or enforceable or to be in full force and effect as would not be material to Parent and any Parent Subsidiary. Between the date As of the Meadow Balance Sheet and the date hereof, no counterparty each of Parent and the Parent Subsidiaries has complied in all material respects with the terms and conditions of Parent Material Contracts and is not (with or without notice or lapse of time, or both) in breach or default thereunder, in each case except as would not, individually or in the aggregate, reasonably be likely to have a Meadow Parent Material Contract Adverse Effect. Neither Parent nor any Parent Subsidiary has notified Meadow received notice of any violation or default under any Parent Material Contract, except for violations or defaults that would not, individually or in writing (orthe aggregate, reasonably be expected to have a Parent Material Adverse Effect. Parent has delivered or made available to the Knowledge Company, prior to the execution of Meadowthis Agreement, otherwise) that it intends to terminate or not renew a Meadow true and complete copies of all of the Parent Material ContractContracts.

Contracts. (a) Section 4.11(a) of Schedule ‎3.6 hereto lists all Contracts related to the Meadow Disclosure Schedule lists Business or the following Meadow Contracts Assets in effect as of the date Closing Date, including, without limitation, the following: (a) any pension, profit sharing, stock option, employee stock purchase or other material plan or arrangement providing for deferred compensation to employees, former employees or consultants, or any collective bargaining agreement or any other Contract with any labor union; (b) any employment Contract for the employment of this Agreement any officer, individual employee or other Person and providing for annual base compensation in excess of $50,000; (other than c) any Meadow Benefit Plan) Contract under which Meadow 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 its Subsidiaries has business for valid business reasons and not in excess of $5,000 in the aggregate; (d) any remaining material rights Contract relating to borrowed money or obligations other indebtedness (eachincluding any earnout obligations) or the mortgaging, a pledging or otherwise placing an Encumbrance (excluding Permitted Encumbrances) on the Assets; (e) any Contract under which Seller is 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 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, “Meadow Material Contract”):off the 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) a material contract as defined any Contract with any vendor or customer of Seller requiring payments to or from Seller in Item 601(b)(10) excess of Regulation S-K as promulgated under $5,000 each year during the Securities Act;term thereof; and (iij) each any Contract that not listed in clauses ‎(a)-‎(i) above which is material to the business operation of the Business. On or operations prior to the date hereof, Seller has provided Buyer with, or made available to Buyer, true and complete copies of Meadow all written Contracts responsive to items (a)-(j) above. All of the Contracts listed on Schedule ‎3.6 are in full force and its Subsidiarieseffect, taken and are valid, binding and enforceable in accordance with their terms and comprise all of the Contracts material for the operation of the Business. Except as a wholeotherwise disclosed on Schedule ‎3.6: (i) there is no default or breach by Seller, containing (A) or to the Knowledge of Seller, any covenant limiting the freedom of Meadow or other party to any of its Subsidiaries to engage in any line of business or compete with any PersonContract set forth on Schedule ‎3.6, (Bii) any “most-favored nations” pricing provisions there is no fact or marketing circumstance that exists that, with or distribution rights related to any products without the passage of time or territory, (C) any exclusivity provision giving of notice or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation happening of any mortgagesfurther event or condition, indentureswould constitute a default, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or would entitle any of its Subsidiaries or creating party to terminate any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by such Contracts or to Meadow make a claim or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any preset-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealeroff against Seller, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any of their respective Affiliates, or otherwise to amend such Contract or prevent such Contract from being renewed in accordance with its terms; and (iii) there are no negotiations pending or in progress to sell, distribute or commercialize revise any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental EntityContract, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into negotiations in the Ordinary Course ordinary course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material business intended to make the business or operations terms of Meadow certain Contracts more favorable to Seller and its Subsidiaries. The Seller has not received any written notice of default, taken as a wholetermination, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement nonrenewal under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensationlisted on Schedule ‎3.6. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge of Meadow, otherwise) that it intends to terminate or not renew a Meadow Material Contract.

Contracts. (a) Section 4.11(a) Part 2.8 of the Meadow Company Disclosure Schedule lists the following Meadow Contracts in effect contains a list as of the date of this Agreement of each of the following contracts to which the Company or a Company Subsidiary is a party (other than any Meadow Benefit Planeach such contract (x) under which Meadow required to be listed in Part 2.8 of the Company Disclosure Schedule, (y) that is a Company IP License, or any of its Subsidiaries has any remaining material rights or obligations (each, z) that is filed as a “Meadow Material Contract”): material contract” (i) a material contract as such term is defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities 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 compete in any geographic area or line of business, or solicit any client or customer (or that would so restrict Parent, any Parent Subsidiary or any Affiliate following the Closing); (b) each joint venture agreement or similar agreement with a third party; (c) each contract (other than any Organizational Document) between the Company or any Company Subsidiary, on the one hand, and any director, officer or Affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including (but not limited to) any contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such director, officer, Affiliate or “associate” or “immediate family” member, but excluding any Company Plan; (d) each material acquisition or divestiture contract or material licensing agreement that contains any material indemnification obligations or any “earnout” or other material contingent payment obligations that are outstanding obligations of the Company or any Company Subsidiary as of the date of this Agreement; (e) each loan or credit agreement, indenture, mortgage, note or other contract evidencing indebtedness for money borrowed by the Company or any Company Subsidiary from a third party lender, and each contract pursuant to which any such indebtedness for borrowed money is guaranteed by the Company or any Company Subsidiary, in each case in excess of $10,000,000; (f) each contract expressly limiting or restricting the ability of the Company or any Company Subsidiary (i) to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be, (ii) to make loans to the Company or any Company Subsidiary, or (iii) to grant liens on the property of the Company or any Company Subsidiary; (g) each Contract contract that obligates the Company or any Company Subsidiary to make any loans, advances or capital contributions to, or investments in, any Person, except for (i) loans or advances for indemnification, attorneys’ fees, or travel and other business expenses in the ordinary course of business, (ii) extended payment terms for customers in the ordinary course of business, (iii) prepayment of Taxes for repatriated employees of the Company or any Company Subsidiary or (iv) loans, advances or capital contributions to, or investments in, any Person that is not an Affiliate or employee of the Company not in excess of $10,000,000 individually; (h) each contract that grants any right of first refusal or right of first offer or similar right with respect to any assets, rights or properties of the Company or any Company Subsidiary (i) for, or that would reasonably be expected to result in, total consideration of more than $10,000,000 or (ii) with a fair market value in excess of $10,000,000; (i) each contract (excluding (i) purchase orders given or received in the ordinary course of business and (ii) contracts between the Company and any Subsidiary of the Company or among any Subsidiaries of the Company) under which the Company or any Company Subsidiary (A) paid in excess of $15,000,000 in fiscal year 2020, or is expected to pay in excess of $15,000,000 in fiscal year 2021 or (B) received in excess of $20,000,000 in fiscal year 2020, or is expected to receive in excess of $20,000,000 in fiscal year 2021; (j) each material “single source” supply contract pursuant to which goods or materials are supplied to the Company or a Company Subsidiary from a sole source; (k) each foundry agreement, each agreement relating to assembly and testing, and each agreement relating to manufacturing services; (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 Company or any Company Subsidiary is required to pay a monthly base rental in excess of $350,000; (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 $250,000 per month (excluding leases or rental contracts for 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 business or operations of Meadow Company and its the Company Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement; (p) any material Government Contract that has not been closed out; (q) each contract with any “most favored nation” 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 basis, or that includes a price protection or rebate provision in favor of the counterparty to such contract; (r) each Meadow settlement agreement entered into since January 1, 2018 (i) with a Governmental Entity, (ii) that requires the Company or any Company Subsidiary to pay more than $15,000,000 after the date of this Agreement or (iii) that imposes any restrictions, other than immaterial restrictions, on the business of the Company or any Company Subsidiary; (s) each contract with any Top Customer or any Top Distributor or Top Supplier of the Company and its Subsidiaries; and (t) each contract relating to the creation of a Lien (other than Company Permitted Encumbrances) with respect to any material asset of the Company or any Company Subsidiary. There are no existing breaches or defaults on the part of the Company or any Company Subsidiary under any Material Contract, and, to the knowledge of the Company, there are no existing breaches or defaults on the part of any other Person under any Material Contract, in each case except where such breaches or defaults would not, individually or in the aggregate, reasonably be expected to constitute or result in a Company Material Adverse Effect. No event has occurred or not occurred through the Company’s or any Company Subsidiary’s action or inaction or, to the knowledge of the Company, through the action or inaction of any third party, that, with notice or the lapse of time or both, would constitute a breach of or default under the terms of any Material Contract, in each case except where such breaches or defaults would not, individually or in the aggregate, reasonably be expected to constitute or result in a Company Material Adverse Effect. Each Material Contract is valid, binding, enforceable and in full force and effect, subject has not been terminated prior to the Bankruptcy and Equity Exception. Between the date of this Agreement, is enforceable against the Meadow Balance Sheet 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 would not, individually or in the aggregate, reasonably be expected to constitute or result in a Company Material Adverse Effect. Prior to the date hereofof this Agreement, the Company has made available to Parent accurate and complete copies of each Material Contract in effect as of the date of this Agreement, together with all material amendments and supplements thereto in effect as of the date of this Agreement. Prior to the date of this Agreement, no counterparty Top Customer, no Top Distributor and no Top Supplier to the Company or a Meadow Material Contract Company Subsidiary has notified Meadow in writing (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 knowledge of Meadowthe Company, otherwise) that it intends threatened to terminate or not renew a Meadow Material Contractdo any of the foregoing.

Contracts. (a) Section 4.11(a4.16(a) of the Meadow Company Disclosure Schedule lists the following Meadow Contracts in effect Letter sets forth each contract that, as of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow or any of its Subsidiaries has any remaining material rights or obligations (eachAgreement, that would constitute a “Meadow Material Contract”): material contract” (i) a material contract as such term is defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act), with respect to the Company (assuming the Company were subject to the requirements of the Exchange Act) (all such contracts, in addition to those set forth in Section 4.16(b) of the Company Disclosure Letter, but excluding any Company Plans, “Company Material Contracts”). (b) Section 4.16(b) of the Company Disclosure Letter lists the following contracts, in effect as of the date of this Agreement, which for the purposes of this Agreement shall be considered Company Material Contracts: (i) each Contract relating to any agreement of indemnification or guaranty not entered into in the ordinary course of business; (ii) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow the Company or any of its Subsidiaries the Surviving Company to engage in any line of business or compete with any Person, or limiting the development, manufacture or distribution of the Surviving Company’s products or services, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territoryarrangement, (C) any exclusivity provision in favor of a third party, or (D) any agreement non-solicitation provision applicable to purchase minimum quantity the Company, in the case of goods or servicesthe foregoing clause (D), which are material to the Company, taken as a whole; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entityPerson; (v) each Contract providing for the creation of relating to any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for relating to the creation borrowing of material Indebtedness money or extension of Meadow or any of its Subsidiaries credit or creating any material Liens with respect to any material assets of Meadow the Company or any loans or debt obligations with officers or directors of its Subsidiariesthe Company; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any Contract involving supply or distribution agreement (identifying any that contain exclusivity provisions); , (B) any agreement Contract involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; the Company, (C) any Contract involving a dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement Contract currently in force under which Meadow or any of its Subsidiaries the Company has continuing obligations to develop or market any product, technology or service, or any agreement Contract pursuant to which Meadow or any of its Subsidiaries the Company has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; the Company or (D) any Contract to license any patent, trademark registration, service mark registration, trade name or copyright registration to or from any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries the Company or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiariesthe Company, in each case, except for Contracts entered into in the Ordinary Course ordinary course of Businessbusiness; (vii) each Meadow Real Estate LeaseContract with any Person, including any financial advisor, broker, finder, investment banker or other Person, providing advisory services to the Company in connection with the transactions contemplated hereby; (viii) each Contract relating to leases of real properties with respect to which the Company directly or indirectly holds a valid leasehold interest as well as any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into real estate that is in the Ordinary Course possession of Business;or leased by the Company; and (ix) each Meadow Out-bound License any other Contract that is not terminable at will (with no penalty or payment) by the Company, and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow the Company. (c) (i) Each Company Material Contract is valid and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based binding on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicableCompany, and which involves payment or receipt by Meadow or to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its Subsidiaries after terms; and (ii) as of the date of this Agreement Agreement, the Company has not receive any written notice of any material default under any such Company Material Contract of more than $100,000 in by the aggregate, Company or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employeeevent or condition that has occurred that constitutes, consultant or, after notice or independent contractor providing such Person with annual compensation lapse of time or fees in excess of $250,000both, (B) providing for would constitute, a material default on the payment of any cash or other compensation or benefits upon the consummation part of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow Company. The Company has made available available, on or before the Due Diligence Contingency Deadline, to Iris accurate Parent true and complete copies of all Meadow Company Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Company Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge of Meadow, otherwise) that it intends to terminate or not renew a Meadow Material Contract.

Contracts. (a) Section 4.11(a) of the Meadow Disclosure Schedule lists the following Meadow Contracts in effect as As of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow or hereof, neither the Company nor any of its Subsidiaries has any remaining material rights subsidiaries is a party to or obligations (each, a “Meadow Material Contract”):is bound by: (i) a material contract as defined in Item 601(b)(10) of Regulation Sany employment or consulting Contract with any officer or director, or any Company employee or consultant (excluding offer letters for “at-K as promulgated under the Securities Actwill” employees); (ii) each any Contract that is material to or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the business benefits of which will be increased, or operations the vesting of Meadow and its Subsidiariesbenefits of which will be accelerated, taken as a whole, by the occurrence of any of the Transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the Transactions contemplated by this Agreement; (iii) any Contract of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of Company Products in the ordinary course of business; (iv) any Contract containing (A) any covenant limiting in any respect the freedom right of Meadow the Company or any of its Subsidiaries subsidiaries to engage in any line of business or to compete with any Person, (B) person or granting any “most-favored nations” pricing provisions or marketing or exclusive distribution rights related with respect to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods Company Products or services; (iiiv) each any Contract relating to capital expenditures and requiring payments after the date of this Agreement currently in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract force relating to the disposition or acquisition of material assets by the Company or any of its subsidiaries after the Interim Balance Sheet Date of a material amount of assets not in the ordinary course of business or pursuant to which the Company or any of its subsidiaries has any material ownership interest in any entitycorporation, partnership, joint venture or other business enterprise other than the Company’s subsidiaries; (vvi) each any dealer, distributor, joint marketing or development Contract providing currently in force under which the Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service, or any Contract pursuant to which the Company or any of its subsidiaries have continuing material obligations to jointly develop any Intellectual Property that will not be owned, in whole, by the Company or any of its subsidiaries; (vii) any Contract to provide source code to any third party for any product or technology that is material to the creation Company and its subsidiaries taken as a whole; (viii) any Contract currently in force to license any third party to manufacture or reproduce any Company product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Company products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) calendar days or less and substantially in the form previously provided to Parent; (ix) any mortgages, indentures, loansguarantees, notes loans or credit agreements, security agreements or other agreements or instruments providing for relating to the creation borrowing of material Indebtedness money or extension of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound Licensecredit; (x) each Contract that is material to any settlement agreement under which the business Company has any ongoing obligations or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend receives ongoing benefits or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiariesrights; (xi) each any Contract that under which the Company or any of its subsidiaries (A) is not terminable committed to provide products or services at will with 60 days’ prior notice a later date at a fixed price (with no penalty excluding non-exclusive licenses granted by the Company to end users or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 Distributors in the aggregateordinary course of business consistent with past practice, which licenses allow the end user or Distributor to license additional seats or copies of software from the Company at a per seat or per copy price set forth in the license agreement with the end user or Distributor), or obligations after the date of this Agreement in excess of $100,000 in the aggregate(B) has provided products or services, but which have not yet been accepted thereunder; (xii) each collective bargaining agreement any Contract not otherwise disclosed in Section 2.18 of the Company Schedule under which the consequences of a default would have a Material Adverse Effect on the Company; (xiii) any other Contract or other similar Contract with any labor organization, union, group commitment that is of the nature required to be filed by Company as an exhibit to an Annual Report on Form 10-K under the Exchange Act or association covering employees of Meadowdisclosed on Form 8-K under the Exchange Act which has not been so filed or disclosed; or (xiiixiv) each any Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees involving in excess of $250,00050,000 being paid by or to the Company over the term thereof (excluding non-exclusive licenses granted by the Company to end users or Distributors in the ordinary course of business consistent with past practice, (B) providing for which licenses allow the payment end user or Distributor to license additional seats or copies of any cash software from the Company at a per seat or other compensation per copy price set forth in the license agreement with the end user or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensationDistributor). (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on Neither the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, Company nor any of its Subsidiaries orsubsidiaries, nor to Meadowthe Company’s Knowledge, Knowledge any other party to a Meadow Material ContractCompany Contract (as defined below), has breachedis in breach, violated violation or defaulted default under, or and neither the Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions ofof any of the Contracts or commitments to which the Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Company Schedule (any such Contract or commitment, or Laws applicable to, any Meadow Material Contract a “Company Contract”) in such a manner as would permit any other party to cancel or terminate any such Meadow Material Company Contract, or would permit any other party to seek material damages or pursue other legal remedies which would reasonably be expected (for any or all of such breaches, violations or defaults, in the aggregate). The Company has made available to be material to Meadow Parent true and correct copies of any Contracts the Company may have with its Subsidiaries, taken as a whole. As to Meadow top twenty customers and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge of Meadow, otherwise) that it intends to terminate or not renew a Meadow Material Contractsuppliers.

Contracts. (a) Section 4.11(a) of Except for this Agreement, neither the Meadow Disclosure Schedule lists Company nor any Company Subsidiary is a party to any Contract required to be filed by the following Meadow Contracts in effect Company as of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow or any of its Subsidiaries has any remaining material rights or obligations (each, a “Meadow Material Contract”): (i) a material contract as defined in contract” pursuant to Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act; Act (iia “Filed Company Contract”) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and has not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensationbeen so filed. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As Section 3.13(b) of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its SubsidiariesCompany 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, of (i) each Meadow agreement, Contract, understanding, or undertaking to which the Company or any of the Company Subsidiaries is a party that (A) restricts the ability of the Company or the Company Subsidiaries to compete in any business or with any Person in any geographical area in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, (B) would, to the Knowledge of the Company, restrict in any material respect the ability of Parent or any of the Parent Subsidiaries to compete in any business or with any Person in any geographical area after the Effective Time, (C) requires the Company or any Company Subsidiary to conduct any business on a “most favored nations” basis with any third party in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, (D) provides for “exclusivity” or any similar requirement in favor of any third party in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or (E) would require disclosure under Item 404 of SEC Regulation S-K, (ii) each loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, or other similar agreement pursuant to which any material Indebtedness of the Company or any of the Company Subsidiaries is outstanding or may be incurred, other than any such agreement between or among the Company and the wholly owned Company Subsidiaries, (iii) each Company Lease, (iv) each 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, in each case, material to the Company and the Company Subsidiaries, taken as a whole, (v) each Company License Agreement, (vi) each Contract under which the Company or any Company Subsidiary provides an express covenant not to ▇▇▇ for infringement of Patent Rights, and (vii) each agreement, Contract, understanding or undertaking relating to the disposition or acquisition by the Company or any of the Company Subsidiaries of any material business 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). 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 Company Material Adverse Effect, (i) each Company Material Contract (including, for purposes of this Section 3.13(c), any Contract entered into after the date of this Agreement that would have been a Company Material Contract if such Contract existed on the date of this Agreement) is a valid, bindingbinding and legally enforceable obligation of the Company or one of the Company Subsidiaries, enforceable and as the case may be, and, to the Knowledge of the Company, of the other parties thereto, except, in full force and effecteach case, subject to as enforcement may be limited by the Bankruptcy and Equity Exception. Between the date , (ii) each such Company Material Contract is in full force and effect and (iii) none of Company or any of the Meadow Balance Sheet and the date hereofCompany Subsidiaries is (with or without notice or lapse of time, no counterparty to a Meadow or both) in breach or default under any such Company Material Contract has notified Meadow in writing (orand, to the Knowledge of Meadowthe Company, otherwiseno other party to any such Company Material Contract is (with or without notice or lapse of time, or both) that it intends to terminate in breach or not renew a Meadow Material Contractdefault thereunder.

Contracts. (a) Section 4.11(a3.18(a) of the Meadow Company Disclosure Schedule lists the following Meadow Contracts in effect Letter sets forth, as of the date of this Agreement (hereof, any agreement, lease, license, use or occupancy agreement, contract, note, mortgage, indenture, arrangement or other than any Meadow Benefit Plan) under which Meadow or any of its Subsidiaries has any remaining material rights or obligations binding obligation (each, a “Meadow Material Contract”): ) to which the 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) a material contract that would be required to be filed by the Company as defined in an exhibit to any Company SEC Document pursuant to Item 601(b)(4) or 601(b)(10) of Regulation S-K as promulgated under the Securities Act; ; (ii) each Contract that is 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 business manufacture or operations of Meadow and its Subsidiaries, taken as a whole, containing (A) any covenant limiting sale by the freedom of Meadow Company or any Company Subsidiary of its Subsidiaries to engage in any line product of business the Company or compete with any PersonCompany Subsidiary), or (B) is restricted in any “most-favored nations” pricing provisions material respect in its right to use any Company Intellectual Property where any such material restriction would reasonably be expected to result, individually or marketing or distribution rights related to any products or territoryin the aggregate, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; 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 Contract relating 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 expenditures contribution obligation, no unperformed obligation to extend credit, and requiring payments after with respect to which it has no personal liability respecting such JV’s indebtedness, liabilities and obligations; (vii) that evidences or is the date primary document under which there arises Indebtedness of this Agreement the Company or any Company Subsidiary (other than agreements with or among direct or indirect wholly owned Company Subsidiaries) in excess of $100,000 pursuant to its express terms and not cancelable without penalty; 1,000,000; (ivviii) each Contract relating to under which the disposition or acquisition of material assets Company or any ownership interest 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 entity; (v) each Contract providing for guarantee by the creation Company or any Company Subsidiary of any mortgages, indentures, loans, notes debt or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement obligations which are in excess of $500,000 pursuant to its express terms relating to: (A) other than any distribution agreement (identifying any that contain exclusivity provisionsguarantee 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); (Bx) any agreement involving provision the performance of services which involves expenditures or products with respect to any pre-clinical or clinical development activities receipts of Meadow the Company or any Company Subsidiary in excess of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will $1,000,000 per year not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course ordinary course of Business; business; (viixi) each Meadow Real Estate Lease; 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; (viiixii) each Contract 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 with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under excepting any such Contract made in the ordinary course of more than $100,000 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 Contract or any other third party “most favored nation” pricing or terms under a Contract which may not be terminated on sixty (60) days or less notice by the Company or the Company Subsidiary which is a party to such Contract; (xvi) the failure to obtain consent in respect of, individually or in the aggregate, or obligations after the date would reasonably be expected to result in a Company Material Adverse Effect and (xvii) that provides for termination, acceleration of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement payment or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits special rights upon the consummation occurrence of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or a change in control paymentsof the Company where such termination, or for the acceleration of vesting payment or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which special right would reasonably be expected to be material to Meadow the Company (each such Contract described in clauses (i) through (xvii), each Contract filed as an exhibit to the Company SEC Documents and its Subsidiaries, taken each of the Posted Data Room Documents that meets the description of any of clauses (i) though (xvii) is referred to herein as a whole“Company Material Contract”). (b) A true, correct and complete copy of each Company Material Contract (and any amendments thereto) has been made available to Parent. As 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 Meadow and its Subsidiaries, as result in a Company Material Adverse Effect. To the knowledge of the date of this AgreementCompany, each Meadow no other party to any Company Material Contract is validin breach of or default (with or without notice or lapse of time, bindingor both) under the terms of any Company Material Contract except for such breaches or defaults that, enforceable individually or in 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 Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Bankruptcy and Equity Exception. Between the date discretion of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge of Meadow, otherwise) that it intends to terminate or not renew a Meadow Material Contractcourt before which any proceeding therefor may be brought.

Contracts. (a) Section 4.11(a) Schedule 5.13 of the Meadow Seller Disclosure Schedule lists Schedules sets forth an accurate and complete list of all the Contracts of the following Meadow Contracts in effect as of the date of this Agreement (other than any Meadow Benefit Plan) under types to which Meadow Seller is a party or by which Seller or any of its Subsidiaries has any remaining material rights the Transferred Assets is bound and which relate exclusively to, or, except with respect to the Intellectual Property and information technology systems and related software and documentation, relate primarily to or obligations (eachare necessary for, a “Meadow Material Contract”):the conduct of the Business or the ownership or operation of the Facility: (i) a material contract any collective bargaining agreement, as defined in Item 601(b)(10) well as any document modifying, terminating or extending such agreement and any letters of Regulation S-K as promulgated under the Securities Actunderstanding or side agreements with respect to such agreements; (ii) each any Contract that is material to or other arrangement of any kind between the business or operations of Meadow Business, on the one hand, and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow Seller's other businesses or any Affiliate of its Subsidiaries to engage in any line of business or compete with any PersonSeller, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or serviceson the other hand; (iii) each any Contract relating to capital expenditures and requiring payments after the date with any officer or director of this Agreement in excess Seller or any of $100,000 pursuant to its express terms and not cancelable without penaltyAffiliates; (iv) each any Contract relating to with any employee located at the disposition or acquisition Facility involving an annual payment outside of material assets or any ownership interest salary and benefits in any entityexcess of $10,000; (v) each any Assumed Contract providing for with a sales representative, manufacturer's representative, promoter, producer, sponsor, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Assumed Contract to act as one of the creation foregoing on behalf of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its SubsidiariesPerson; (vi) each any Assumed Contract requiring of any nature which involves the payment by or to Meadow series of payments or receipt of cash or other property, an unperformed commitment, or goods or services, or any of its Subsidiaries after the date of this Agreement combination thereof having a value in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business200,000 per annum; (vii) each Meadow Real Estate Leaseany Contract involving the formation or operation of a partnership, joint venture or other cooperative undertaking; (viii) each any Contract involving any restrictions with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material respect to the business geographical area of operations or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend scope or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation type of the MergerBusiness, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge of MeadowSeller, otherwiseany employee of Seller engaged in the Business (other than covenants of which the Business is a beneficiary in employment or consulting agreements); (ix) that it intends to terminate any Contract (other than this Agreement and the Related Agreements), whether or not renew fully performed, relating to any acquisition or disposition of Seller or any predecessor in interest to Seller, or any acquisition or disposition of any Assets (other than sales of inventory in the ordinary course of business), in each involving amounts in excess of $250,000; and (x) any Contract containing an option to purchase or sell any Transferred Assets or assets that, if sold prior to the Closing, would have been Transferred Assets, or containing any right of first refusal to acquire or sell any Transferred Assets, in each case having a Meadow Material Contractvalue in excess of $50,000, other than sales of Inventory in the ordinary course of business.

Contracts. (a) Section 4.11(a) To the commercially reasonable knowledge of the Meadow Company, all material contracts providing for payments by or to the Company or any Subsidiary in an aggregate value of NT$1,000,000 or more are valid, enforceable and binding in accordance with their respective terms, and neither the Company nor is any Subsidiary in default of any material term thereof and no event has occurred which, but for the passage of time or giving of notice, would constitute such default by the Company or a Subsidiary. Except as previously disclosed to Purchaser, there are no loans from the Company or any Subsidiary to any director, officer, employee, consultant or shareholder of the Company or the Subsidiary. The Company or the Subsidiary has performed when due all of its material obligations under such contracts. Neither the Company nor has any Subsidiary received, nor has it given, notice of termination of any such contract other than in accordance with its terms. (b) Except as disclosed in the Disclosure Schedule lists Schedule, neither the Company nor has any Subsidiary entered into any of the following Meadow Contracts contracts which remain in effect as of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow or any of its Subsidiaries has any remaining material rights or obligations (each, a “Meadow Material Contract”):full force and effect: (i) a material contract as defined in Item 601(b)(10) contracts creating or relating to any partnership or joint venture or any sharing of Regulation S-K as promulgated under the Securities Actrevenues, profits, losses, costs or liabilities; (ii) each Contract that is material to contracts regarding the business acquisition, issuance or operations transfer of Meadow and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow securities or any of its Subsidiaries to engage in any line of business contracts affecting or compete dealing with any Person, (B) securities of the Company or the Subsidiary including any “most-favored nations” pricing provisions restricted share agreements or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or servicesescrow agreements; (iii) each Contract relating to capital expenditures and requiring payments after the date contracts which provide for indemnification of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penaltyany officer, director, employee or agent; (iv) each Contract relating contracts related to or regarding the disposition performance of consulting, advisory or acquisition other services or work of material assets or any ownership interest in type to any entitythird party; (v) each Contract providing for contracts relating to the creation purchase or sale of any mortgages, indentures, loans, notes or credit agreements, security agreements product or other agreements asset by or instruments providing for to, or the creation performance of material Indebtedness of Meadow any services by or for, any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiariesrelated party; (vi) each Contract requiring payment by contracts constituting or relating to Meadow or a contract with any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: Governmental Entity (A) any distribution agreement (identifying any that contain exclusivity provisionsas hereafter defined); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business;or (vii) each Meadow Real Estate Lease;any other contract that was entered into outside the ordinary course of business or was inconsistent with the past practices of the Company. (viiic) each Contract with Except as disclosed to Purchaser, the execution and performance of this Agreement and the transactions contemplated hereby do not and will not result in any Governmental Entitybreach by the Company or any Subsidiary, other than clinical trial agreementsor any third party having the right to terminate, sponsored research agreements rescind or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material modify any contract or arrangement related to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow Company or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, Subsidiary as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation presently conducted as of the Merger, (C) restricting Meadow’s ability Effective Date and intended to terminate be conducted until the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensationFirst Closing Date. (bd) Meadow has made available Except as disclosed to Iris accurate and complete copies of all Meadow Material ContractsPurchaser, including all material amendments theretothe Company is not a party to or bound by any contract that limits its freedom to engage in, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreementparticipate in, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, or compete with any other party to a Meadow Material Contractcompany or business in any line of business, has breachedmarket or territory or any contract that grants most favored customer pricing, violated exclusive sales, distribution, marketing or defaulted underother exclusive rights, rights of first refusal or received notice that it breached, violated or defaulted under, any rights of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge of Meadow, otherwise) that it intends to terminate or not renew a Meadow Material Contractfirst negotiation.

Contracts. (ai) Except as disclosed in the Filed Company SEC Documents and except with respect to licenses and other agreements relating to intellectual property, which are the subject of Section 4.11(a) of the Meadow Disclosure Schedule lists the following Meadow Contracts in effect 4.01(p), as of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow or hereof, neither the Company nor any of its Subsidiaries has is a party to, and none of their respective properties or other assets is subject to, any remaining material rights Contract that is of a nature required to be filed as an exhibit to a report or obligations (each, a “Meadow Material Contract”): (i) a material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated filing under the Securities Act; (ii) each Contract that is material to Act or the business or operations of Meadow Exchange Act and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures rules and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation regulations promulgated thereunder. None of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of MeadowCompany, any of its Subsidiaries or, to Meadow’s Knowledgethe Knowledge of the Company, any other party to thereto is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a Meadow Material violation of or default under) any Contract, has breached, violated to which it is a party or defaulted under, by which it or received notice that it breached, violated or defaulted under, any of its properties or other assets is bound, except for violations or defaults that individually or in the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as aggregate have not had and would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would not reasonably be expected to be material to Meadow and have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, Subsidiaries has entered into any Contract with any Affiliate of the Company that is in effect as of the date hereof other than Contracts that are disclosed in the Filed Company SEC Documents. Neither the Company nor any of this Agreementits Subsidiaries is a party to or otherwise bound by any agreement or covenant (A) restricting in any material respect the Company’s or its Subsidiaries’ ability to compete, each Meadow Material Contract is valid(B) restricting in any respect the Company’s Affiliates’ ability to compete (other than the Company’s Subsidiaries), binding(C) restricting in any material respect the research, enforceable and development, distribution, sale, supply, license, marketing or manufacturing of products or services of the Company or any of its Subsidiaries, (D) restricting in full force and effectany respect the research, subject development, distribution, sale, supply, license, marketing or manufacturing of products or services of any of the Company’s Affiliates (other than the Company’s Subsidiaries) or (E) containing a right of first refusal, right of first negotiation or right of first offer in favor of a party other than the Company or its Subsidiaries. (ii) Each Participant who has proprietary knowledge of or information relating to the Bankruptcy and Equity Exception. Between the date material elements of the Meadow Balance Sheet design, the manufacturing processes or the formulation of the products of the Company or any of its Subsidiaries has executed and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, delivered to the Knowledge Company or the applicable Subsidiary of Meadowthe Company an agreement or agreements, otherwisesubstantially in the form(s) that it intends set forth in Section 4.01(i)(ii) of the Company Disclosure Letter restricting such person’s right to terminate use and disclose confidential information of the Company or not renew a Meadow Material Contractany of its Subsidiaries.

Contracts. (a) Section 4.11(a) of the Meadow Disclosure Schedule lists the following Meadow Contracts in effect as of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow or Neither Company nor any of its Subsidiaries has is a party to or bound by any remaining material rights contract, arrangement, commitment or obligations understanding (each, a “Meadow Material Contract”): whether written or oral) (i) with respect to the employment of any directors, officers or employees other than in the ordinary course of business consistent with past practices, (ii) which, 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 Parent, Company, the Surviving Entity or any of their respective Subsidiaries to any director officer or employee thereof, (iii) which is a "material contract contract" (as such term is defined in Item 601(b)(10) of Regulation S-K as promulgated under of the Securities Act; (iiSEC) each Contract to be performed after the date of this Agreement that is material has not been filed or incorporated by reference in the Company SEC Documents filed prior to the date hereof or (iv) which materially restricts the conduct of any line of business by Company or operations otherwise restricts the operation of Meadow and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom business of Meadow Company or any of its Subsidiaries or upon consummation of the Merger will materially restrict the ability of Parent or the Surviving Entity to engage in any line of business business. Each contract, arrangement, commitment or compete with any Personunderstanding of the type described in this Section 4.10, (B) any “most-favored nations” pricing provisions whether or marketing not set forth in the Company Disclosure Schedule or distribution rights related in such Company SEC Documents, is referred to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services;herein as a "Company Contract." (iiib) each (i) Each Company Contract relating to capital expenditures is valid and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms binding on Company and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiariesparty thereto, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject (ii) Company and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Contract, except where such noncompliance, either individually or in the Bankruptcy aggregate, would not reasonably be expected to have a Material Adverse Effect on Company, and Equity Exception. Between (iii) neither Company nor any of its Subsidiaries knows of, or has received notice of, the date existence of the Meadow Balance Sheet and the date hereofany event or condition which constitutes, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, after notice or lapse of time or both, will constitute, a material default on the part of Company or any of its Subsidiaries under any such Company Contract, except where such default, either individually or in the aggregate, would not reasonably be expected to the Knowledge of Meadow, otherwise) that it intends to terminate or not renew have a Meadow Material ContractAdverse Effect on Company.

Contracts. (a) Section 4.11(a) 3.18 of the Meadow Company Disclosure Schedule lists the following Meadow Contracts in effect Letter sets forth, as of the date of this Agreement the Original Agreement, a list of: (i) all Company Contracts required to be described in, or filed as an exhibit to, any Company Public Report that are not so described or filed as required by the Securities Act or the Exchange Act, as the case may be; (ii) all Company Contracts that, to the Knowledge of the Company (x) impose any material limitations, restrictions or penalties on the Company’s manufacture, sale or distribution of any current or future Company Product or a material aspect of the Company’s business, or which after the Effective Time could impose similar restrictions on Parent or any of its Subsidiaries, with respect to any of their respective products or services or a material aspect of the operation of their businesses, or (y) grant the other than any Meadow Benefit Planparty to such Company Contract or a third party “most favored nation” pricing or terms that (1) under which Meadow apply to the Company or any of its Subsidiaries or (2) following the Effective Time, would apply to Parent or any of its Subsidiaries other than the Surviving Corporation or its Subsidiaries; (iii) all material Company Contracts providing for (A) indemnification (including with respect to Intellectual Property Rights) or (B) any material guaranty of third party obligations, in each of the foregoing cases entered into outside the ordinary course of business; (iv) all material Company Contracts relating to revenue or profit-sharing joint ventures (whether in partnership, limited liability company or other organizational form); (v) all Company Contracts with any Governmental Entity (other than ordinary course customer Contracts providing for payments below $1,000,000 and pursuant to which the counterparty does not have any rights to the Company’s or its Subsidiaries products or services or Company Intellectual Property Rights other than its rights to use the products or services sold under such Company Contract as a customer); (vi) all Company Contracts entered into in the last five years in connection with the settlement or other resolution of any Legal Action that has any remaining material rights continuing obligation, liability or restriction on the part of the Company or any of its Subsidiaries; (vii) (A) all revenue-generating Company Contracts that were entered into after January 1, 2009 or were entered into before January 1, 2009 and remain in effect with the ten largest customers of the Company and its Subsidiaries (determined on the basis of revenues received by the Company or any of its Subsidiaries in the fiscal year ended December 31, 2010) and that have material, known, unfulfilled obligations on behalf of the customer, and (eachB) to the extent not disclosed pursuant to clause (vii)(A), a “Meadow Material Contract”):the ten largest revenue generating Company Contracts (determined on the basis of revenues received by Company or any of its Subsidiaries in the fiscal year ended December 31, 2010); (viii) all Company Contracts that were entered into after January 1, 2009 or were entered into before January 1, 2009 and remain in effect with the ten largest suppliers to the Company and its Subsidiaries (determined on the basis of amounts paid by the Company or any of its Subsidiaries in the fiscal year ended December 31, 2010) and that have material, known, unfulfilled obligations on behalf of the supplier. The Company Contracts referred to in clauses (i) a material contract as defined in Item 601(b)(10through (viii) of Regulation S-K this Section 3.18(a) and the Company IP Contracts are collectively referred to in this Agreement as promulgated under the Securities Act;“Company Material Contracts.” The Company has made available to Parent or its Representatives correct and (except for redaction of certain information in certain Company Contracts) complete copies of all Company Material Contracts. (iib) each Contract that is Except for such matters as would not, individually or in the aggregate, reasonably be expected to be material to the business or operations of Meadow Company and its Subsidiaries, taken as a whole, containing (i) all Company Material Contracts are valid and binding, in full force and effect and enforceable in accordance with their respective terms, except (A) any covenant limiting as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the freedom enforcement of Meadow creditors’ rights generally and (B) subject to general principles of equity, whether considered in a proceeding in Law or in equity (the “Bankruptcy and Equity Exception”), (ii) neither the Company nor any of its Subsidiaries to engage is in violation or breach of, or in default (with or without notice or the lapse of time or both) under, any line of business or compete with any PersonCompany Material Contracts and, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge of Meadowthe Company, otherwiseno other Person is in material violation or breach of, or in default (with or without notice or the lapse of time or both) that it intends to terminate or not renew a Meadow under, any Company Material ContractContracts.

Contracts. (a) Section 4.11(a) of the Meadow Disclosure Schedule lists the following Meadow Contracts in effect as As of the date of this Agreement and except as set forth in Section 2.18 of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or is bound by any of the following Contracts: (other than i) any Meadow Benefit Planwritten employment or consulting Contract; (ii) under which Meadow any Contract whereby the Company or any of its Subsidiaries has assumed any remaining material rights obligation or obligations duty to warrant, indemnify, reimburse, hold harmless, guaranty or otherwise assume or incur any obligation or liability of any other Person (eachincluding with respect to the infringement or misappropriation by the Company or any of its Subsidiaries or such other Person of the Intellectual Property Rights of any Person other than the Company or any of its Subsidiaries), a “Meadow Material Contract”): (i) a material contract as defined other than any Contract entered into in Item 601(b)(10) connection with the sale or license of Regulation S-K as promulgated under Company Intellectual Property or services in the Securities Actordinary course of business consistent with past practice; (iiiii) each except as set forth in Section 2.18(a)(iii) of the Company Disclosure Letter, any Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing (A) any covenant limiting in any respect the freedom right of Meadow the Company or any of its Subsidiaries to engage in any line of business or to compete with any Person, Person or granting any exclusive rights (Bincluding any exclusive license or right to use any Intellectual Property Rights) or “most favored nation” status or limiting the Company’s ability to acquire assets or securities of any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penaltythird parties; (iv) each any Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for by the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow Company or any of its Subsidiaries after the date of this Agreement of assets not in excess the ordinary course of $500,000 business or pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow the Company or any of its Subsidiaries has continuing obligations any ownership interest in any corporation, partnership, joint venture or other business enterprise other than the Company’s Subsidiaries; (v) any partnership, joint venture or similar Contract; (vi) any joint marketing or development Contract; (vii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to develop the borrowing of money or market any productextension of credit, technology or serviceother than trade payables incurred in the ordinary course of business consistent with past practice, or any agreement pursuant to Contract under which Meadow the Company or any of its Subsidiaries has continuing obligations to develop acts as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation for borrowed money or other indebtedness of any Intellectual Property Rights that will not be owned, in whole Person (other than the Company or in part, by Meadow or any of its Subsidiaries; or ); (Dviii) any Contract that contains any put, call or similar right pursuant to license any third party to manufacture or produce any product, service or technology of Meadow which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets; (ix) any material settlement agreement under which the Company has ongoing obligations; (x) any real property lease or any lease for personal property involving payments by the Company or any of its Subsidiaries in excess of $50,000 annually (including capitalized leases); (xi) any other Contract involving or reasonably anticipated to sell, distribute involve in excess of $200,000 being paid by or commercialize to the Company or any products of its Subsidiaries over the term thereof; (xii) any Contract involving or service of Meadow or relating to a Grant; and (xiii) any other Contract that is otherwise material to the Company and its Subsidiaries taken as a whole. (b) Neither the Company nor any of its Subsidiaries, nor to the Company’s Knowledge any other party to any Contract required to be disclosed in each caseSection 2.11(b)(ii), except for Contracts 2.17 or 2.18 of the Company Disclosure Letter (or any Contract entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregatethat would be required to be disclosed on Section 2.11(b)(ii), 2.17 or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation 2.18 of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change Company Disclosure Letter if it were in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As existence as of the date of this Agreementhereof) (any such contract, none of Meadowa “Company Contract”), is in material breach, violation or default under, and neither the Company nor any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received written notice that it has materially breached, violated or defaulted under, any Company Contract. Each Company Contract is a legal, valid and binding obligation of the Company or the Subsidiary that is a party thereto, enforceable against the Company and such Subsidiary, and to the Company’s Knowledge, the other parties thereto in accordance with its terms (subject to the Bankruptcy and Equity Exception), except for such failures to be legal, valid and binding or conditions of, or Laws applicable to, any Meadow Material Contract in such manner to be enforceable as would permit any other party to cancel not, individually or terminate any such Meadow Material Contractin the aggregate with similar failures, or would permit any other party to seek damages or pursue other legal remedies which would not reasonably be expected to be material to Meadow the Company and its Subsidiaries, Subsidiaries taken as a whole. As The Company has made available to Meadow the Parent true and its Subsidiaries, correct copies of all Company Contracts in existence as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge of Meadow, otherwise) that it intends to terminate or not renew a Meadow Material Contract.

Contracts. (a) Section 4.11(a) 4.11 of the Meadow Company Disclosure Schedule Letter lists each of the following Meadow types of Contracts in effect as of to which the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow Company or any of its Subsidiaries has any remaining material rights is a party or obligations (each, a “Meadow Material Contract”): (i) a material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act; (ii) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow or by which any of its Subsidiaries to engage in any line of business their respective properties or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-is bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement: (i) any 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 disclosed by the Company on a Current Report on Form 8 K; (ii) any Contract that limits the ability of the Company or any of its Subsidiaries (or, each Meadow Material following the consummation of the transactions contemplated by this Agreement, would limit the ability of Parent or any of 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 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 (but specifically excluding any provisions regarding the non-solicitation or non-hire of employees or consultants contained in Contracts entered into in the ordinary course of business); (iii) any joint venture, partnership, limited liability or other similar agreement or arrangement; (iv) any Contract is validrelating to Indebtedness pursuant to which the Company has obligations exceeding $250,000, bindingother than trade debt incurred in the ordinary course of business; (v) any Contract involving outstanding obligations, enforceable and in full force and effector pursuant to which the Company may assume or incur potential liabilities, subject with respect to the Bankruptcy and Equity Exception. Between acquisition or disposition, 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 $250,000 or more (other than acquisitions or dispositions of assets in the ordinary course of business consistent with past practice); (vi) any Contract pursuant to which the Company or any of its Subsidiaries has “earn-out” obligations that could result in payments in excess of $100,000 after the date of this Agreement; (vii) any Contract that by its terms calls for aggregate payment or receipt by the Meadow Balance Sheet Company and its Subsidiaries under such Contract of more than $250,000 over the date hereofremaining term of such Contract, no counterparty other than customer or supplier Contracts entered into in the ordinary course of business; (viii) any Contract that provides for any standstill obligations; (ix) any Contract that obligates the Company or any of its Subsidiaries to make any capital commitment or loan in an amount in excess of $250,000 individually; (x) any Contract not entered into in the ordinary course of business between the Company or any of its Subsidiaries, on the one hand, and any Affiliate thereof other than any Subsidiary of the Company; (xi) any Contract with respect to network infrastructure or indefeasible rights of use of capacity or infrastructure (any such Contract, an “IRU”), each with a term of more than five (5) years; (xii) any employment, severance, retention or consulting agreements or agreements providing for severance payments or other benefits by the Company or any of its Subsidiaries in the event of the sale or “change of control” of the Company; or (xiii) any Contract with a Major Supplier or Major Customer that requires a consent to a Meadow Material Contract has notified Meadow “change of control” of the Company or its Subsidiaries or that would or would reasonably be expected to prevent, delay or impair the consummation of the transactions contemplated by this Agreement. Each contract of the type described in writing clauses (or, i) through (xiii) is referred to the Knowledge of Meadow, otherwise) that it intends to terminate or not renew herein as a Meadow Material “Company Contract.”

Contracts. (a) Except as set forth in Section 4.11(a3.14(a) of the Meadow Disclosure Schedule lists Schedule, neither the following Meadow Contracts in effect as of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow or Company nor any of its Subsidiaries is a party to, bound by, subject to or otherwise has any remaining material rights or obligations benefits under any of the following Contracts (eacheach such Contract, whether or not set forth in such section of the Disclosure Schedule, a “Meadow Material Contract”): (i) a material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act; (ii) each Contract that is material to the business Employment or operations of Meadow and its Subsidiariesconsulting Contract, taken as a whole, containing (A) any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business employee collective bargaining agreement or compete other Contract with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets labor union or any ownership interest in any entity; (v) each Contract providing for employee of the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow Company or any of its Subsidiaries or creating 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 impose other material obligations upon the Company or any of its Subsidiaries); (ii) Contract not to compete or otherwise materially restricting the 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 Liens manner (excluding customer Contracts with respect “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 use to any material assets Person, (A) any Leased Property, or (B) any portion of Meadow any premises otherwise occupied by the Company or any of its Subsidiaries; (vivii) each Lease or similar Contract requiring payment by or to Meadow with any Person under which (A) the Company or any of its Subsidiaries after 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 date payment by or to the Company or any of this Agreement its Subsidiaries of more than $100,000 in excess 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 $500,000 pursuant to its express terms relating to100,000 in any twelve-month period); (viii) Contract: (A) any distribution agreement calling for performance over a period of more than one year (identifying any that contain exclusivity provisionsexcluding customer Contracts which are terminable by the Company or its Subsidiaries without penalty upon 90 days or less notice); (B) any agreement with a customer requiring or otherwise involving provision of services or products with respect payment to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow the Company or any of its Subsidiaries has continuing obligations of more than $200,000 in the twelve month period ending on the Closing Date or, to develop or market the Seller’s Knowledge, in any product, technology or servicetwelve month period ending after the Closing Date, or with any agreement pursuant Person other than a customer requiring or otherwise involving payment by or on behalf of, or to which Meadow the Company or any of its Subsidiaries has continuing obligations of more than $100,000 in the twelve month period ending on the Closing Date or, to develop any Intellectual Property Rights that will not be ownedthe Seller’s Knowledge, in whole or any twelve month period ending after the Closing Date; (C) in part, by Meadow which the Company or any of its SubsidiariesSubsidiaries have granted “most favored nation” pricing provisions or marketing rights relating to any products or territory; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow 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; (ix) Contract for the disposition of any Contract to sell, distribute assets or commercialize any products or service business of Meadow the Company or any of its SubsidiariesSubsidiaries (other than sales of inventory in the Ordinary Course of Business) or any agreement for the acquisition, directly or indirectly, of the assets or business of any other Person (other than any Contracts that do not have a purchase price of more than $150,000); (x) Contract for any joint venture or partnership; (xi) Contract granting a third party any license to any Company Intellectual Property, or pursuant to which the Company or any of its 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 each casewhole 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 the Company or any of its Subsidiaries have borrowed any money from, except or issued any note, bond, debenture or other evidence of, or otherwise creating any Indebtedness to, any Person (other than any Contracts that do not have a principal amount of more than $150,000); (xiii) Contract under which the Company or any of its Subsidiaries have directly or indirectly guaranteed Indebtedness, liabilities or obligations of any Person; (xiv) Contract (other than trade debt incurred in the Ordinary Course of Business) under which the Company or any of its Subsidiaries have, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person; (xv) Mortgage or other Lien upon any Leased Property, other than Permitted Liens; (xvi) Contract providing for indemnification of any Person by the Company or any of its Subsidiaries (excluding customer and vendor Contracts including indemnification provisions entered into in the Ordinary Course of Business); (viixvii) each Meadow Real Estate LeaseContract involving a research or development collaboration or similar arrangement; (viiixviii) each Contract with granting any Governmental Entity, other than clinical trial agreements, sponsored research agreements third party a security interest in any of the Company’s or material transfer agreements entered into in the Ordinary Course any of Businessits Subsidiaries’ assets; (ixxix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow Company or any of its Subsidiaries; (xixx) each Contract that is not terminable at will with 60 days’ prior notice for acquisitions or dispositions (with no penalty by merger, purchase or paymentsale of assets or stock or otherwise) by Meadow of any Person or its Subsidiariesbusiness, as applicable, and to which involves payment the Company or receipt by Meadow or any of its Subsidiaries after has continuing material obligations or material rights; and (xxi) all Contracts with any Governmental Entity (and to the date of this Agreement under extent any such Contract of more than $100,000 in involves a small business “set aside”, the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xiisame shall be noted on Section 3.14(a)(xxi) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensationDisclosure Schedule). (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Each Material Contract is valid, binding, enforceable and in full force and effect, and is legal, valid, binding and enforceable in accordance with its terms, except as enforcement may be subject to the Bankruptcy or limited by applicable bankruptcy, insolvency, reorganization, moratorium and Equity Exceptionother similar laws of general application affecting enforcement of creditors’ rights generally. Between the date True and complete copies of each Material Contract (and a written summary of the Meadow Balance Sheet and terms of any oral Material Contracts) have been delivered to Purchaser. Except as set forth in Section 3.14(b) of the date hereofDisclosure Schedule, (i) there is no counterparty to 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 Meadow default, violation or breach, by the Company or any of its Subsidiaries of, any Material Contract has notified Meadow in writing (or, to the Seller’s Knowledge, by any other party thereto, and (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 Meadow, otherwise) any breach or default or any notice that it any such party intends to terminate terminate, cancel or not renew any Material Contract; (ii) any written claim (or to Seller’s Knowledge other claim) for damages or indemnification with respect to the products sold or performance of services pursuant to any Material Contract; or (iii) solely with respect to any of the Material Contracts listed under Section 3.14(a)(viii)(B), any written notice (or to Seller’s Knowledge other notice) that such party intends to substantially alter (including as a Meadow result of any material reduction in the rate or amount of sales or purchases or material increase in the prices charged or paid, as the case may be) any such Material Contract.

Contracts. (ai) Section 4.11(a3.01(i) of the Meadow Disclosure Schedule lists the following Meadow Contracts in effect Company Letter sets forth as of the date of this Agreement (other than any Meadow Benefit Plan) under a complete and correct list of each of the following Contracts to which Meadow the Company or any of its Subsidiaries has any remaining material rights or obligations (each, a “Meadow Material Contract”):are bound: (iA) a any “material contract 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 Securities ActExchange 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 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; (iiC) each 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 business or operations of Meadow Company and its Subsidiaries, taken as a whole, containing (A) any covenant limiting to or by which the freedom of Meadow Company or any of its Subsidiaries to engage in is a party or bound granting a third party any line of business or compete with any Personlicense, (B) any “mostcovenant-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements not-to-assert or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens right with respect to any material assets of Meadow to, or materially restricting the Company’s or any of its Subsidiaries’ use, registration, or enforcement of, Intellectual Property, other than licenses for F▇▇▇; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (AG) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow Company and its Subsidiaries, taken as a whole, containing pursuant to which the Company or any royaltyof its Subsidiaries has been granted any license, dividend covenant-not-to-assert or similar arrangement 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 revenues Company Letter or profits acquisitions or dispositions of Meadow 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; (xiL) 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 not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves reasonably expected to result in the payment or receipt of more than $8,000,000 by Meadow the Company or any of its Subsidiaries after 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 under any such (it being acknowledged by Parent and Sub that each Material Contract of more than $100,000 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 obligations after 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 (with or without notice or lapse of time or both) to others any right of termination, material amendment or cancelation of any Material Contract except as provided in Section 3.01(d)(iv) of the Company Letter, and (4) to the knowledge of the Company, there are no circumstances existing as of the date of this Agreement in excess of $100,000 in that would reasonably be expected to affect adversely the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation ability of the Merger, (C) restricting Meadow’s ability Company or any of its Subsidiaries to terminate the employment or services of perform its material obligations under any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensationMaterial Contract. (bii) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadowthe Major Customers or Major Suppliers has terminated, failed to renew or requested in writing any material amendment to any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated Major Customer Contracts or defaulted underMajor Supplier Contracts, or received notice that it breached, violated or defaulted under, any of its existing relationships (other than amendments in the terms ordinary course of business not adverse in any material respect to the Company or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, Subsidiaries taken as a whole. As to Meadow and ), with the Company or any of its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge of Meadow, otherwise) that it intends to terminate or not renew a Meadow Material Contract.

Contracts. (a) Section 4.11(a) of the Meadow Disclosure Schedule lists the following Meadow Contracts in effect as As of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow or hereof, neither the Company nor any of its the Company Subsidiaries has is a party to or bound by any remaining material rights or obligations (each, a “Meadow Material Contract”): Contract (i) that is a “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-K as promulgated under S−K of the Securities Act; SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Documents filed prior to the date hereof, (ii) each Contract that is contains a non−compete or client or customer non−solicit requirement or other provision that materially restricts the conduct of, or the manner of conducting, any line of business material to the business or operations of Meadow Company and its the Company Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge of MeadowCompany, otherwiseupon consummation of the Merger could materially restrict the ability of Parent, the Surviving Company or any of their respective Subsidiaries to engage in any material line of business and, in each case, that is material, (iii) that it intends obligates Company or any of the Company Subsidiaries to terminate conduct business on an exclusive or not renew preferential basis with any third party or upon consummation of the Merger will obligate Parent, the Surviving Company or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, and in each case, that is material, (iv) the absence of which would reasonably be likely to result in a Meadow Company Material Adverse Effect, (v) would prohibit or materially delay the consummation of the Merger or otherwise impair the ability of the Company to perform its obligations hereunder, (vi) requires or is reasonably likely to require either (x) annual payments from Third Parties to the Company and the Company Subsidiaries of at least $500,000 in the aggregate or (y) annual payments from the Company and Company Subsidiaries to Third Parties of at least $500,000 in the aggregate except, in the case of each of the foregoing clauses (x) and (y), for Contracts that provide for payments to attorney providers or the payment of commissions, (vii) involves any directors, executive officers (as such term is defined in the Exchange Act) or 5% shareholders of the Company or any of their Affiliates (other than the Company or any Company Subsidiary) or immediate family members; or (viii) contains any covenant granting “most favored nation” status that, following the Merger, would apply to or be affected by actions taken by Parent, the Surviving Corporation and/or their respective Subsidiaries or Affiliates. Each Contract described in the immediately preceding sentence being a “Material Contract”.

Contracts. (a) Section 4.11(a) 3.16 of the Meadow Disclosure HFP Schedule lists the following Meadow Contracts in effect as of the date of this Agreement (other than any Meadow Benefit Plan) under each contract, agreement, arrangement, lease, instrument, mortgage or commitment to which Meadow HFP or any of its Subsidiaries has any remaining material rights is a party or obligations may be bound or to which their respective properties or assets may be subject, excluding Financing Documents (eachas hereinafter defined) entered into in the ordinary course of business ("Contract"), a “Meadow Material Contract”): (i) a material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act; (ii) each Contract that which is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions present or marketing former employee or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation employment of any mortgages, indentures, loans, notes person or credit agreements, security agreements consultant or other agreements or instruments providing for the creation which is a non-compete arrangement with any employee of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow HFP or any of its Subsidiaries; (Cii) which is a severance agreement, program or policy of HFP or any dealersuch 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, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently material arrangement which relates in force under which Meadow whole or in part to any material software, patent, trademark, trade name, service ▇▇▇▇ or copyright used by HFP or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any in the conduct of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole business; (v) which is an arrangement limiting or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow restraining HFP or any of its Subsidiaries or any Contract to sell, distribute successor thereto from engaging or commercialize competing in any products manner or service of Meadow in any business; or (vi) under which HFP or any of its Subsidiaries, Subsidiaries guarantees the payment or performance by others or in each case, except any way is or will be liable with respect to material obligations of any other person. Except for Contracts entered into this Agreement and the Option Agreement and as listed in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental EntityHFP 1998 Form 10-K, there are no contracts or agreements other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License Contracts and Meadow In-bound License; (x) each Contract the Financing Documents that is are material to the business properties, assets, financial condition or results of operations of Meadow and its SubsidiariesHFP, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries;. (xib) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, All Contracts are valid and binding and in full force and effect as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after to HFP on the date of this Agreement under any such Contract except to the extent they have previously expired in accordance with their terms. None of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of MeadowHFP, any of its Subsidiaries or, to Meadow’s HFP's Knowledge, any other party to a Meadow Material Contractparties, has breached, have violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions provision of, or Laws applicable tocommitted or failed to perform any act which with notice, lapse of time or both would constitute a default under the provisions of, any Meadow Material Contract in such manner Contract, except as would permit any other party to cancel not have, individually or terminate any such Meadow in the aggregate, a HFP Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow Adverse Effect. True and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as complete copies of all Contracts listed in Section 3.16 of the date of this AgreementHFP Schedule or listed in the HFP 1998 Form 10-K, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and together with all amendments thereto through the date hereof, no counterparty have been delivered or made available to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge of Meadow, otherwise) that it intends to terminate or not renew a Meadow Material Contract▇▇▇▇▇▇.

Contracts. (a) Except as set forth in Section 4.11(a5.19(a) of the Meadow Company Disclosure Schedule lists and any Contract filed as an exhibit to any Company Report filed between January 1, 2014 and the following Meadow Contracts in effect date hereof, as of the date hereof, none of this Agreement (other than any Meadow Benefit Plan) under which Meadow the Company or any of its Subsidiaries has any remaining material rights is a party to or obligations (each, a “Meadow Material Contract”):bound by any: (i) a material contract as defined in Contract required to be filed by the Company with the SEC pursuant to Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act; (ii) each Contract that is with respect to any partnership, joint venture, limited liability or similar arrangement or agreement relating to the formation, creation, operation, management or control of any partnership or joint venture with a third Person material to the Company or any of its Subsidiaries or in which the Company owns any interest valued at more than $25,000,000 without regard to percentage voting or economic interest; (iii) Contract that grants any rights of first refusal, rights of first negotiation or other similar rights to any Person with respect to the sale of any material business or operations of Meadow the Company and its Subsidiaries, taken as a whole, containing (A) or of any covenant limiting Subsidiary of the freedom of Meadow or any of Company that is material to the Company and its Subsidiaries to engage in any line of business or compete with any Personsubsidiaries, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penaltytaken as a whole; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to any line of business of, or material geographic region in which a material portion of the business or operations of Meadow of, the Company and its Subsidiaries, taken as a whole, is conducted or (y) that to the Knowledge of the Company as of the date hereof, would following the Effective Time, purport to bind Parent or any of its Subsidiaries (other than the Surviving Corporation and any of its Subsidiaries) in a way that would be material to the life science tools and performance materials businesses of Parent and its Subsidiaries, in the case of clauses (x) and (y), containing any royalty, dividend or similar arrangement based on covenants of the revenues or profits of Meadow Company or any of its Subsidiaries, in each case purporting to limit in any material respect any (A) line of business, (B) type of product or service, and channel of distribution, or field of commercial endeavor or (C) geographical area in which or with regard to which the Company, its Subsidiaries or, after the Effective Time, Parent or any Affiliate of Parent (including the Surviving Corporation and its Subsidiaries) may operate excluding, in each case, Contracts which limit the right of the Company and its Subsidiaries to use assets or properties of the counterparty to such Contract (or any Affiliate of such counterparty) and any license of Intellectual Property that purports to limit the scope of use thereof; (xiv) Collective Bargaining Agreement (excluding agreements with terms set by applicable Law); (vi) Contract pursuant to which the Company or any of its Subsidiaries has, or has guaranteed, any Indebtedness in an amount in excess of $50,000,000 outstanding (other than intercompany indebtedness); (vii) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty to which the Company or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or any of its Subsidiaries after is a party for the date direct or indirect acquisition or disposition by the Company or any of this Agreement under any such Contract its Subsidiaries of properties, assets, capital stock or businesses (including by way of a put, call, right of first refusal or similar right pursuant to which the Company could be required to purchase or sell) for, in each case, aggregate consideration of more than $100,000 in 50,000,000, which has not yet been consummated or pursuant to which the aggregate, Company or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries orhas continuing material warranty, indemnity or “earn-out” obligations (or other current, future or contingent material obligations), except in each case for acquisitions and dispositions of properties and assets in the ordinary course of business (including acquisitions of supplies and acquisitions and dispositions of inventory); (viii) Contract containing any standstill or similar agreement pursuant to Meadow’s Knowledgewhich the Company or any of its Subsidiaries has agreed not to acquire assets or securities of another Person that may reasonably be expected to bind the Surviving Corporation or any of its Affiliates on or after March 31, 2015; (ix) Contract (or series of related Contracts) with any agency or department of the United States federal government or other party to a Meadow Material Governmental Entity, or other Government Contract, has breached, violated for the purchase of goods and/or services from the Company or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies its Subsidiaries which would reasonably be expected to be result in payments to the Company or any of its Subsidiaries in excess of $25,000,000 in any fiscal year; (x) Contract that is material to Meadow the Company and its Subsidiaries, taken as a whole. As , that prohibits the payment of dividends or distributions in respect of the capital stock or other ownership interests of the Company or any of its wholly-owned Subsidiaries, prohibits the pledging of the capital stock or other ownership interests of the Company or any wholly-owned Subsidiary of the Company or prohibits the issuance of guarantees by any wholly-owned Subsidiary of the Company; (xi) Contract material to Meadow the business of the Company and its Subsidiaries, taken as a whole, and concerning Intellectual Property pursuant to which the Company or any of its Subsidiaries is a party or by which any of them or their assets are bound or otherwise benefits, including any Contract material to the business of the Company and its Subsidiaries, taken as a whole, under which (A) the Company or any of its Subsidiaries is granted any right, title or interest in or to any Intellectual Property, (B) any Person is granted any right, title or interest in or to any Intellectual Property by the Company or any of its Subsidiaries (including, in the case of clause (A) or (B), any license or any other right to use or otherwise exploit, any assignment of, any option, right of first or last refusal, or similar right in respect of, any royalty or revenue interest relating to, and any right to research, develop or manufacture, distribute, market, sell or otherwise commercialize any Intellectual Property related to any products of the Company or any of its Subsidiaries, and that is otherwise material to the business of the Company and its Subsidiaries, taken as a whole) or (C) the Company’s or any of its Subsidiaries’ use of any Intellectual Property owned by, or exclusively licensed to, the Company or any of its Subsidiaries is restricted (including by any coexistence agreement, settlement agreement, covenant not to ▇▇▇ or any other forbearance or restriction) (collectively, “IP Contracts”), provided, that the following IP Contracts shall not be required to be set forth in Section 5.19(a) of the Company Disclosure Schedule: (1) licenses for commercial “off-the-shelf” or “shrink-wrap” software that have not been modified or customized for the Company or any of its Subsidiaries and that are not material to the conduct of the business of any member of the Company Group, and (2) nondisclosure agreements, consulting agreements, materials transfer agreements or evaluation agreements that are not material to any product or to the conduct of the business of a Company Group member; (xii) Contract to which the Company or any of its Subsidiaries is a party that would reasonably be expected to require by its terms aggregate payments by any party thereto of more than $25,000,000 in any fiscal year after the date hereof, except for any such Contract that may be cancelled by the Company or any of its Subsidiaries, without any material penalty or other liability to the Company or any of its Subsidiaries, upon notice of 90 days or less; or (xiii) Contract pursuant to which the Company or any of its Subsidiaries has made any loan to any Person that has an outstanding principal balance as of the date hereof of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject more than $15,000,000 (other than to the Bankruptcy Company or any of its wholly owned Subsidiaries and Equity Exception. Between other than extensions of trade credit in the date ordinary course of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge of Meadow, otherwise) that it intends to terminate or not renew a Meadow Material Contractbusiness consistent with past practice).

Contracts. (a) Section 4.11(a) Schedule 3.16 sets forth all of the Meadow Disclosure Schedule lists following Contracts to which the following Meadow Contracts in effect as of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow Company or any of its Subsidiaries has any remaining material rights is a party or obligations by which it is bound (each, a “Meadow the "Material Contract”): Contracts"): (i) a material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act; (ii) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business or compete Contracts with any Person, (B) labor union or association representing any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity employee of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow Company or any of its Subsidiaries; (Cii) Contracts for the sale of any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow of the assets of the Company or any of its Subsidiaries has continuing obligations other than in the ordinary course of business or for the grant to develop or market any product, technology or service, or Person of any agreement pursuant preferential rights to which Meadow purchase any of their assets; (iii) Contracts containing covenants of the Company or any of its Subsidiaries has continuing obligations not to develop compete in any Intellectual Property Rights that will not be owned, line of business or with any Person in whole any geographical area; (iv) Contracts granting any registration or similar right in part, by Meadow or any respect of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology securities of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow the Company or any of its Subsidiaries, and (v) Contracts pursuant to which the Company or any of its Subsidiaries acquired the capital stock or assets of another entity and which contain earn-out provisions relating to such acquisition requiring the Company or any of its Subsidiaries to make payments in each casethe future in excess of $250,000 individually or $750,000 in the aggregate. All of the Contracts to which the Company or any of its Subsidiaries is a party or by which it is bound are in full force and effect and are the legal, valid, and binding obligations of the Company and/or its Subsidiaries, enforceable against them in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and equivalent Laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Neither the Company nor any of its Subsidiaries is in default, except for Contracts entered into as would not reasonably be expected to have a Material Adverse Effect, in any respect under any Contract of the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow Company and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries ornor, to Meadow’s Parent's Knowledge, is any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material such Contract in such manner as would permit default thereunder in any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge of Meadow, otherwise) that it intends to terminate or not renew a Meadow Material Contractrespect.

Contracts. (a) Section 4.11(a) of Except for this Agreement, neither the Meadow Disclosure Schedule lists Company nor any Company Subsidiary is a party to any Contract required to be filed by the following Meadow Contracts in effect Company as of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow or any of its Subsidiaries has any remaining material rights or obligations (each, a “Meadow Material Contract”): (i) a material contract as defined in contract” pursuant to Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act; Act (iia “Filed Company Contract”) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and has not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensationbeen so filed. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As Section 3.13(b) of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its SubsidiariesCompany 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 of the Company Subsidiaries is a party that (A) restricts the ability of the Company or the Company Subsidiaries to compete in any business or with any Person in any geographical area (B) could reasonably be expected to restrict the ability of Parent or any of its Subsidiaries to compete in any business or with any Person in any geographical area after the Effective Time, or (C) 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 the Company Subsidiaries, (ii) agreement or Contract that obligates the Company or any Company Subsidiary to conduct business on an exclusive or preferential basis or that contains a “most favored nation” or 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 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; (v) agreement, Contract, understanding or undertaking with any Company Top Supplier, (vi) Current Government Contract involving current annual payments to the Company or any Company Subsidiary in excess of $5,000,000, (vii) Company Lease; (viii) Judgment that provides for any 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 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 party, (xi) agreement, Contract, understanding or 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 Meadow 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 Company Material Adverse Effect, (i) each Company Material Contract (including, for purposes of this Section 3.13(c), any Contract entered into after the date of this Agreement that would have been a Company Material Contract if such Contract existed on the date of this Agreement) is a valid, bindingbinding and legally enforceable obligation of the Company or one of the Company Subsidiaries, enforceable and as the case may be, and, to the Knowledge of the Company, of the other parties thereto, except, in full force and effecteach case, subject to as enforcement may be limited by the Bankruptcy and Equity Exception. Between the date , (ii) each such Company Material Contract is in full force and effect and (iii) none of Company or any of the Meadow Balance Sheet and the date hereofCompany Subsidiaries is (with or without notice or lapse of time, no counterparty to a Meadow or both) in breach or default under any such Company Material Contract has notified Meadow in writing (orand, to the Knowledge of Meadowthe Company, otherwiseno other party to any such Company Material Contract is (with or without notice or lapse of time, or both) that it intends 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 reasonably be expected to terminate result in a breach or not renew a Meadow default by the Company, any Company Subsidiary or any other party thereto of any Company Material Contract.

Contracts. (a) Section 4.11(a3.16(a) of the Meadow 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 Meadow Contracts in effect as of types to which the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow Company or any of its Subsidiaries has is a party or by which any remaining material rights of their respective properties or obligations (each, a “Meadow Material Contract”):assets is bound as of the date hereof: (i) any Contract that would be required to be filed by the Company as a “material contract as defined in contract” pursuant to Item 601(b)(10) of Regulation S-K as promulgated under the Securities Exchange Act; (ii) each any Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing (A) any covenant limiting materially limits the freedom ability of Meadow the Company or any of its Subsidiaries (or, following the consummation of the Transactions, would reasonably be expected to engage 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 compete with any PersonPerson 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) materially restricts the right of the Company or any “most-favored nations” pricing provisions of its Subsidiaries (or, following the consummation of the Transactions, would reasonably be expected to materially limit the ability of Parent or marketing any of its Subsidiaries, including the Surviving Company or distribution rights related the Opco Surviving Company) to sell to or purchase from any Person any products or territoryservices, or use, transfer or distribute, or enforce any of their rights with respect to, any of their material assets, or (C) grants the other party or any exclusivity provision 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 (D) customary preferential rights in joint operating agreements, unit agreements or participation agreements affecting the Oil and Gas Properties of the Company or any agreement to purchase minimum quantity of goods or servicesits Subsidiaries); (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition any material joint venture, partnership or acquisition of material assets or limited liability agreement, other than any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit customary joint operating agreements, security unit agreements or other participation agreements or instruments providing for affecting the creation Oil and Gas Properties of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow the Company or any of its Subsidiaries; (viiv) each any Contract requiring payment by or to Meadow that constitutes a commitment of the Company or any of its Subsidiaries after the date of this Agreement relating to Indebtedness and having an outstanding principal amount in excess of $500,000 35,000,000, other than agreements solely between or among the Company and its Subsidiaries; (v) any Contract involving any pending acquisition or disposition, 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 Contract that by its terms calls for aggregate payment or receipt by the Company and its Subsidiaries under such Contract of more than $35,000,000 over the remaining term of such Contract; (vii) any Contract pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow the Company or any of 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 develop prevent, materially delay or market any product, technology or serviceimpair, 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 agreement 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 Company or any of its Subsidiaries is a party involving (A) the transportation, gathering, processing, purchase, sale or 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 Meadow the Company or any of its Subsidiaries has continuing obligations to develop paid amounts associated with any Intellectual Property Rights that Production Burden in excess of $35,000,000 in the aggregate during the immediately preceding fiscal year which will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow 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 Contract to sell, distribute or commercialize any products or service of Meadow or Production Burden in any of its Subsidiariesthe next three succeeding fiscal years that could, in each casebased on current projections, except for Contracts entered into exceed $35,000,000 in the Ordinary Course of Business;aggregate in any such year; or (vii) each Meadow Real Estate Lease; (viiixvii) each Contract with any Governmental Entity, for lease of personal property or real property (other than clinical trial agreements, sponsored research agreements Oil and Gas Properties) involving payments in excess of $35,000,000 in any calendar year or material transfer agreements entered into aggregate payments in the Ordinary Course excess of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract $125,000,000 that is not terminable at will with 60 days’ prior notice (with no without penalty or paymentother liability to the Company (other than any ongoing obligation pursuant to such contract that is not caused by any such termination) by Meadow 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 Company Material Adverse Effect (provided, that clause (D) of the definition of “Material Adverse Effect” shall be disregarded for purposes of this Section 3.16(b)) (i) each Company Material Contract is valid and binding on the Company and any of its SubsidiariesSubsidiaries to the extent such Subsidiary is a party thereto, as applicable, and which involves payment to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and (ii) there is no pending or receipt by Meadow or its Subsidiaries after the date of this Agreement unresolved default under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Company Material Contract in by the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, Company or any of its Subsidiaries or, to Meadow’s Knowledgethe knowledge of the Company, any other party to a Meadow Material Contractthereto, and no event or condition has breachedoccurred that remains pending or unresolved that constitutes, violated or, after notice or defaulted underlapse of time or both, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiariesconstitute, taken as a whole. As to Meadow and its Subsidiaries, as default on the part of the date Company or any of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (its Subsidiaries or, to the Knowledge knowledge of Meadowthe Company, otherwise) that it intends to terminate or not renew a Meadow any other party thereto under any such Company 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 4.11(a) of the Meadow Disclosure Schedule lists the following Meadow Contracts in effect as of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow or any of its Subsidiaries has any remaining material rights or obligations (each, a “Meadow Material Contract”): (i) a material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act; (ii) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none except as set forth on the Seller Disclosure Schedule, the Subject Company and Seller are not, with respect to the business and assets of Meadowthe Subject Company, a party to or bound by: (i) any contract or option for the purchase or sale of real property; (ii) any contract for the purchase of raw materials, supplies, services or equipment which the Subject Company or Seller, respectively, reasonably anticipates will involve the annual payment of more than $100,000 after the date hereof; (iii) any contract for the sale of products or services of its business which the Subject or Seller, respectively, reasonably anticipates will involve the annual payment of more than $100,000; (iv) any consignment, distributor, dealer, manufacturer's representative, sales agency, advertising representative or advertising or public relations contract which the Subject Company or Seller respectively, reasonably anticipates will involve the annual payment by it of more than $100,000 after the date hereof; (v) any agreement which provides for the incurrence by the Subject Company or Seller, respectively, of debt for borrowed money in excess of $10,000 including capitalized leases; (vi) any agreement containing confidentiality obligations, or competitive restraints on the ability of the Subject Company or Seller, respectively, to purchase supplies, sell any products or services or otherwise conduct its business; (vii) any Tax sharing arrangement with any entity or person pursuant to which Purchaser will have to make any payments based on the transactions contemplated by this Agreement; or (viii) any other contract, agreement, lease, commitment, understanding or instrument which is material to the business of the Subject Company ((i)-(viii), collectively, the "Subject Company Agreements"). (b) Except as set forth on the Seller Disclosure Schedule, each of the Subject Company Agreements constitutes a valid and binding obligation of the Subject Company, enforceable in accordance with its terms (subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles). Except as set forth on the Seller Disclosure Schedule, the Subject Company is not in breach or default under any of the Subject Company Agreements where the aggregate impact of all such breaches and defaults would have a Material Adverse Effect on the Subject Company. No condition exists or has occurred which, with the giving of notice or lapse of time, or both, would constitute a default or accelerate the maturity of, or otherwise modify, any of its Subsidiaries orthe Subject Company Agreements, to Meadow’s Knowledge, and no default by any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms Subject Company Agreements is known by the Subject Company where the aggregate impact of all of such defaults or conditions of, or Laws applicable to, any Meadow modifications would have a Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a wholeAdverse Effect on the Subject Company. As to Meadow and its Subsidiaries, as All of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and Subject Company Agreements are in full force and effect, subject to the Bankruptcy . Complete and Equity Exception. Between the date correct copies of each of the Meadow Balance Sheet and Subject Company Agreements have been made available to Purchaser by Seller or the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge of Meadow, otherwise) that it intends to terminate or not renew a Meadow Material ContractSubject Company.

Contracts. (a) Section 4.11(a) Except as set forth in ‎Section 4.9 of the Meadow Company Disclosure Schedule lists the following Meadow Contracts in effect Schedule, as of the date of this Agreement Agreement, neither the Company nor any of its Subsidiaries is a party to or is bound by any of the following Contracts (to the extent such Contracts are still in force): (i) any consulting or services Contract with any consultant (other than any Meadow Benefit PlanEmployment Agreement) under which Meadow that is not terminable by the Company upon 60 days' notice or less or that provides for an annual salary or other compensation in excess of US$100,000; (ii) any Contract whereby the Company or any of its Subsidiaries has assumed any remaining material rights obligation of, or obligations duty to warrant, indemnify, reimburse, hold harmless or guaranty any obligation or liability of any other Person (eachincluding with respect to the infringement or misappropriation by the Company or any of its Subsidiaries or such other Person of the Intellectual Property Rights of any Person other than the Company or any of its Subsidiaries), a “Meadow Material Contract”): (i) a material contract as defined other than any Contract entered into in Item 601(b)(10) connection with the sale, license or purchase of Regulation S-K as promulgated under products or services in the Securities Actordinary course of business; (iiiii) each any Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing (A) any covenant limiting in any material respect the freedom right of Meadow the Company or any of its Subsidiaries to engage in any line of business or to compete with any PersonPerson or granting any exclusive rights (including any exclusive license or right to use any Intellectual Property Rights), (B) "most favored nation" status or "most favored pricing" rights, or limiting, in any “most-favored nations” pricing provisions material respect, the Company's right to acquire assets, securities or marketing or distribution rights related to services of any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penaltythird parties; (iv) each any Contract relating to the disposition or acquisition by the Company or any of material its Subsidiaries of assets not in the ordinary course of business or pursuant to which the Company or any of its Subsidiaries has any ownership interest in any entitycorporation, partnership, joint venture or other business enterprise other than the Company's Subsidiaries, which imposes on the Company or any of its Subsidiaries ongoing obligations (other than confidentiality obligations) that remain in effect as of the date hereof; (v) each any material dealer, distribution, sales representative, value added remarketer or reseller, sales consultant, sales promotion and marketing Contract, and other Contract providing for use or distribution of the creation of Company Product; (vi) any mortgages, indentures, loansguarantees, notes loans or credit agreements, security agreements or other agreements Contracts relating to the borrowing of money or instruments providing extension of credit, but excluding, for the creation avoidance of material Indebtedness doubt, any performance guarantees or letters of Meadow credit issued in connection with the sale, license or purchase of products or services in the ordinary course of business, consistent with past practice; (vii) any Contract that contains any put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or creating sell, as applicable, any material Liens with respect to equity interests of any material Person or assets outside of Meadow or any the ordinary course of its Subsidiariesbusiness; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (Aviii) any distribution material settlement agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow the Company or any of its Subsidiaries has material ongoing obligations; (ix) any Contract under which the Company or any of its Subsidiaries has any liability, except as required by applicable Law, for the payment of any amount of Taxes of any other Person pursuant to an express obligation to indemnify that other Person with respect to such amounts, but excluding any such liability already taken into account by the Company and reflected in its calculation of the pricing of the project with respect to which the Company engaged such Person; (x) any Contract with a Governmental Authority excluding any Contracts for utilities provided by any such Governmental Authority or customer Contracts with foreign telecommunication companies owned, in whole or in part, by the local Governmental Authority; (xi) any Contract required to be disclosed in Section 4.16 and Section 4.17 of the Company Disclosure Schedule or any subsections thereof and with any Significant Customer or with any Significant Supplier; (xii) any Contract under which the Company or its Subsidiaries have continuing material obligations to develop or jointly market any product, technology or service, or any agreement Contract pursuant to which Meadow the Company or any of its Subsidiaries has have continuing material obligations to jointly develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow the Company or any of its Subsidiaries; or ; (Dxiii) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow each lease for personal property involving in each case payments by the Company or any of its Subsidiaries in excess of US$50,000 annually (including capitalized leases) and each real property lease; and (xiv) any other Contract pursuant to which the Company and its Subsidiaries have aggregate remaining monetary obligations in excess of US$150,000 over the term thereofor that has a term of more than one year and that may not be terminated by the Company or any its Subsidiary within 60 days without penalty, except for confidentiality or nondisclosure agreement entered into in the ordinary course of business consistent with past practice. (b) Each Contract required to sell, distribute or commercialize any products or service of Meadow or be disclosed under this ‎Section 4.9 shall be referred to as a "Company Contract". Neither the Company nor any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material nor to the business Company's Knowledge any other party to, any Company Contract, is in material breach, violation or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicabledefault under, and which involves payment or receipt by Meadow or its Subsidiaries after neither the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, Company nor any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received written notice that it has materially breached, violated or defaulted under, any Company Contract which has not been cured. Each Company Contract is a legal, valid and binding obligation of the terms Company or conditions ofthe Subsidiary that is a party thereto, enforceable against the Company and such Subsidiary, and to the Company's Knowledge, the other parties thereto, in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or Laws applicable to, any Meadow Material Contract affecting creditors' rights and to general equity principles. The Company has made available to the Parent true and complete copies of all Company Contracts that are in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of effect on the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge of Meadow, otherwise) that it intends to terminate or not renew a Meadow Material Contract.

Contracts. (a) Section 4.11(a) All contracts of the Meadow Disclosure Seller involving the use of, or otherwise relating to, the Assets are set forth on Schedule lists the following Meadow Contracts in effect 7(t) (Contracts). Except as set forth on Schedule 7(t) (Contracts), each contract of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow or any of its Subsidiaries has any remaining material rights or obligations (each, a “Meadow Material Contract”): Seller is in full force and effect and there exists no (i) a material contract as defined in Item 601(b)(10) default or event of Regulation S-K as promulgated under default by the Securities Act; (ii) each Contract that is material Seller or, to the business or operations knowledge of Meadow and its Subsidiariesthe Seller, taken as a whole, containing (A) by any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related other party to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity contract of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens Seller with respect to any material assets of Meadow term or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; such contract or (Dii) any Contract to license any third party to manufacture event, occurrence, condition or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; act (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon including the consummation of the Merger, (Ctransactions contemplated hereby) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as become a whole. As to Meadow and its Subsidiaries, as default or event of default by the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (Seller or, to the Knowledge knowledge of Meadowthe Seller, otherwiseany other party 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 it intends is subject to terminate 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 renew a Meadow Material Contractresult 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 4.11(a) of the Meadow Disclosure Schedule lists the following Meadow Contracts in effect as of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow or Neither Premcor nor any of its Subsidiaries has is a party to or bound by any remaining material rights contract, arrangement, commitment or obligations understanding (eachwhether written or oral) (A) with respect to the 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 of their respective Subsidiaries, (C) that is a “Meadow Material Contract”): material contract” (i) a material contract as such term is defined in Item 601(b)(10) of Regulation S-K as promulgated under of the Securities Act; (iiSEC) each Contract to be performed after the date of this Agreement that is material has not been filed or incorporated by reference in the Premcor SEC Documents filed prior to the date of this Agreement, or (D) that materially restricts the conduct of any line of business or operations of Meadow and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow by Premcor or any of its Subsidiaries (including geographical restrictions) or upon consummation of the Merger will materially restrict the ability of Valero, the Surviving Corporation or any of their respective Subsidiaries to engage in any line of business (including geographical restrictions). Each contract, arrangement, commitment or compete with any Personunderstanding of the type described in this Section 4.1(j), (B) any whether or not set forth in the Premcor Disclosure Schedule or in such Premcor SEC Documents, is referred to herein as a “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services;Premcor Contract.” (iiiii) each (A) Each Premcor Contract relating to capital expenditures is valid and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms binding on Premcor and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiariesparty thereto, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject (B) Premcor and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Premcor Contract, except where such noncompliance, either individually or in the Bankruptcy aggregate, would not reasonably be expected to have a Material Adverse Effect on Premcor, and Equity Exception. Between (C) neither Premcor nor any of its Subsidiaries knows of, or has received notice of, the date existence of the Meadow Balance Sheet and the date hereofany event or condition that constitutes, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, after notice or lapse of time or both, will constitute, a material default on the part of Premcor or any of its Subsidiaries under any such Premcor Contract, except where such default, either individually or in the aggregate, would not reasonably be expected to the Knowledge of Meadow, otherwise) that it intends to terminate or not renew have a Meadow Material ContractAdverse Effect on Premcor.

Contracts. (a) Except for Contracts filed as exhibits to the Company SEC Documents, Section 4.11(a) 3.15 of the Meadow Company Disclosure Schedule lists the following Meadow Contracts in effect Letter sets forth, as of the date of this Agreement (other than any Meadow Benefit Plan) under Agreement, a true and complete list of all of the following Contracts to which Meadow the Company or any of its Subsidiaries has any remaining material rights or obligations (each, Company Subsidiary is a “Meadow Material Contract”):party: (ia) a material contract as defined Contracts not made in Item 601(b)(10) the ordinary course of Regulation S-K as promulgated under the Securities Actbusiness; (iib) each Contract license agreements or royalty agreements, whether the Company or any Company Subsidiary is the licensor or licensee thereunder (excluding licenses that are commonly available on standard commercial terms, such as software "shrink-wrap" licenses); (c) non-disclosure agreements (whether the Company or any Company Subsidiary is the beneficiary or the obligated party thereunder); (d) Contracts or commitments (including groups of related Contracts or commitments) involving future expenditures or liabilities, actual or potential, in excess of $50,000 after the date hereof or otherwise material to the business or operations of Meadow the Company and its the Company Subsidiaries, taken as a whole; (e) Contracts or commitments relating to commission arrangements with others that are material to the business of the Company and the Company Subsidiaries, containing taken as a whole; (f) employment contracts, consulting contracts, severance agreements, "stay-bonus" agreements and similar arrangements, including Contracts (A) any covenant limiting to employ or terminate executive officers or other personnel and other contracts with present or former officers or directors of the freedom of Meadow Company or any Company Subsidiary or (B) that will result in the payment by, or the creation of its Subsidiaries any liability of the Company, any Company Subsidiary, Parent or Sub 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; (g) Contracts providing for indemnification by the Company or any Company Subsidiary with respect to material liabilities of the business of the Company and the Company Subsidiaries, taken as a whole; (h) promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation for borrowed money, whether the Company or any Company Subsidiary shall be the borrower, lender or guarantor thereunder; (i) Contracts containing covenants limiting in any material respect the ability of the Company or any Company Subsidiary to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions person that relates directly or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating indirectly to the disposition or acquisition business of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for Company and the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Company Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (Dj) any Contract to license any third party to manufacture with the federal, state or produce any product, service or technology of Meadow local government or any of its Subsidiaries agency or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Businessdepartment thereof; (viik) each Meadow Real Estate Leaseany Contract with any officer, director, holder of more than 5% of the outstanding shares of Company Common Stock or any person formed for the purpose of racing in a series sanctioned by the Company or any Company Subsidiary (such persons, collectively, the "Teams"); (viiil) each Contract with any Governmental Entity, other leases of real or personal property (including groups of related leases) involving annual payments of more than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business$50,000; (ixm) each Meadow Out-bound License Contracts or commitments regarding the promotion of racing events for the 2003 racing season and Meadow In-bound Licenseany later seasons; (xn) each Contracts or commitments concerning a partnership or joint venture; (o) Contracts or commitments related to sponsorships for the 2003 racing season and any later seasons; and (p) any other Contract or series of related Contracts that is are material to the business or operations of Meadow the Company and its the Company Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that as it is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate currently conducted. True and complete copies of all Meadow Material Contractsof the Contracts listed in Section 3.15 of the Company Disclosure Letter, including all material amendments and supplements thereto, have been made available to Parent, Sub or their Representatives. Neither the Company nor any Company Subsidiary has any oral Contracts. Neither the Company nor any Company Subsidiary is in each case material violation of or material default under any Contract listed in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As Section 3.15 of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge of Meadow, otherwise) that it intends to terminate or not renew a Meadow Material ContractCompany Disclosure Letter.

Contracts. (a) All Contracts required to be filed as exhibits to the Company SEC Documents have been so filed in a timely manner. Section 4.11(a3.15(a) of the Meadow Company Disclosure Schedule lists Letter sets forth a true and complete list of each of the following Meadow Contracts in effect as of to which the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow or Company, any of its Subsidiaries has is a party or by which the Company, any remaining material rights of its Subsidiaries or obligations any of their assets or businesses are bound (eachand any amendments, a “Meadow Material Contract”supplements and modifications thereto): (i) any Contract that would be required to be filed by the Company as a “material contract as defined in contract” pursuant to Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act; (ii) each any Contract that is a non-competition Contract or other Contract that (A) limits in any material respect either the type of business in which the Company or any of the 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) would require the disposition, lease, license or other transfer of any 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) is a Contract that grants a third party “most favored nation” or similar status that, following the Effective Time, would apply to Parent or 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 services or 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 or specified amount of any product or service from any Person; or (F) that involves the obligation or potential obligation of the Company or any of its Subsidiaries to make any “earn-out” or similar payments to any Person; (iii) any indenture, loan or credit agreement, factoring agreement, security agreement, guarantee, note, mortgage, letter of credit, reimbursement agreement or other 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 Contract relating to any material joint venture or partnership; (v) any Contract, excluding any Real Property Lease, under which the Company or any 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 services; (vii) any Contract establishing any material dealer, reseller, remarketer, distribution, joint marketing, exclusive arrangement or manufacturer arrangement, or similar agreement granting rights with regard to products or services of the Company or any of its Subsidiaries; (viii) any Contract that provides for any standstill or similar restriction with respect to the Company or its securities; (ix) any Contract for the lease of real property by the Company or any 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 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 Contract with any labor organization, union or association or works council; (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 Company 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 technology, goods, services, or other assets 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 business or operations of Meadow Company and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (Dxvi) any Contract to license that is a settlement or similar Contract with any third party to manufacture or produce any product, service or technology of Meadow Governmental Entity or any other Person or an order, judgment, writ, stipulation, award, injunction or decree of its Subsidiaries a Governmental Entity or any Contract arbitrator to sell, distribute or commercialize any products or service of Meadow which the Company or any of its Subsidiaries, or any of their respective assets or properties, is subject that is, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow Company and its Subsidiaries, taken as a whole; (xvii) any Contract purporting to indemnify or hold harmless any director, containing any royalty, dividend officer or similar arrangement based on employee of the revenues or profits of Meadow Company or any of its Subsidiaries (other than the Company Constituent Documents or organizational documents of the Company’s Subsidiaries;); and (xixviii) each any Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and to which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract holder of more than $100,000 in five percent (5%) of the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement capital stock or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation securities of the MergerCompany 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, (Cother 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) restricting Meadow’s ability to terminate or Section 3.18(c) or listed in Section 3.15(a) or Section 3.18(c) of the employment or services of any employeeCompany Disclosure Letter, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensationa “Material Contract”. (b) Meadow has made available to Iris accurate True and complete copies of all Meadow Material ContractsContracts of the Company, including its Subsidiaries have been made available to Parent in the Data Room in accordance with all material 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 Company and each of its Subsidiaries party thereto and, to the knowledge of the Company, any other 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 on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract that, individually or in the Ordinary Course of Businessaggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect. There are no Meadow Material Contracts that are not in written form. As of Except as required or permitted by this Agreement after the date of this Agreement, none the Company has not terminated, waived, amended, released or modified in any respect any provision of Meadowany 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 default under any Contract by the Company or any of its Subsidiaries party thereto or, to Meadow’s Knowledgethe knowledge of the Company, any other party to thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a Meadow Material Contract, has breached, violated default thereunder by the Company or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other its Subsidiaries party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (thereto or, to the Knowledge knowledge of Meadowthe Company, otherwise) that it intends to terminate or not renew a Meadow Material Contractany other party thereto.

Contracts. (a) Section 4.11(a) 4.15 of the Meadow Company Disclosure Schedule Letter lists each Contract of the following Meadow Contracts in effect as of types to which the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow Company or any of its Subsidiaries has is a party or by which any remaining material rights of their respective properties or obligations (each, a “Meadow Material Contract”):assets is bound: (i) any Contract that would be required to be filed by the Company as a “material contract as defined in contract” pursuant to Item 601(b)(10) of Regulation S-K as promulgated under the Securities ActAct or disclosed by the Company on a Current Report on Form 8-K; (ii) any Contract that materially limits the ability of the Company or any of 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 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” status or any type of special discount rights; (iii) any Contract with respect to the formation, creation, operation, management or control of a joint venture or partnership with another Person; (iv) any Contract relating to Indebtedness incurred by the Company or any of its Subsidiaries; (v) any Contract involving the acquisition or disposition, 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 Contract that by its terms calls for aggregate payment or receipt by the Company and its Subsidiaries under such Contract of more than $1,000,000 over the remaining term of such Contract; (vii) any Contract pursuant to which the Company or any of 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 or co-existence agreement or similar agreement that is material to the business or operations of Meadow the Company and its Subsidiaries, taken as a whole, containing to which the Company or any 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 assert or enforce Intellectual Property owned by the Company or such Subsidiary, other than license agreements for software that is generally commercially available; (Aix) any covenant limiting Contract that obligates the freedom of Meadow Company or any of its Subsidiaries to engage in make (A) any line of business loan, or compete with any Person, (B) any “most-favored nations” pricing provisions capital commitment or marketing or distribution rights related to any products or territoryexpenditure, except, in the case of clause (C) any exclusivity provision or (D) any agreement to purchase minimum quantity B), in the ordinary course of goods or servicesbusiness consistent with practice and in an aggregate amount not greater than $1,000,000; (iiix) each any Contract that requires a consent to or otherwise contains a provision relating to capital expenditures and requiring payments after a “change of control” that would or would reasonably be expected to prevent, materially delay or impair the date consummation of the transactions contemplated by this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty;Agreement; or (ivxi) 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 Contract relating of its Subsidiaries party thereto and, to the disposition knowledge of the Company, any other party thereto. Except as would not, individually or acquisition of material assets or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no default under any ownership interest in any entity; (v) each Material Contract providing for by the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow Company or any of its Subsidiaries party thereto or, to the knowledge of the Company, any other party thereto, and no event has occurred that with the lapse of time or creating any material Liens with respect to any material assets the giving of Meadow notice or any of its Subsidiaries; (vi) each Contract requiring payment both would constitute a default thereunder by or to Meadow the Company or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries thereto or, to Meadow’s Knowledgethe knowledge of the Company, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge of Meadow, otherwise) that it intends to terminate or not renew a Meadow Material Contractthereto.

Contracts. (a) Section 4.11(a3.13(a) of the Meadow Company Disclosure Schedule lists the following Meadow Contracts in effect sets forth, as of the date hereof, a true and complete list of this Agreement (other than any Meadow Benefit Plan) under each Contract to which Meadow the Company or any Company Subsidiary is a party or which binds or affects their respective properties or assets, and which falls within any of its Subsidiaries has any remaining material rights or obligations (each, a “Meadow Material Contract”):the following categories: (i) any joint venture, partnership, strategic alliance, limited liability or other similar Contract related to the formation, creation, operation, management or control of any partnership, limited liability company or joint venture in which the Company or any Company Subsidiary owns any interest; (ii) any agreement that involves future expenditures or receipts by the Company or any Company Subsidiary of more than $3,000,000 in any one year period that cannot be terminated on less than 90 days’ notice without material payment or penalty; (iii) any Contract that grants any right of first refusal or right 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 Contract that limits the freedom of the Company or 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 business, solicit or hire any Person, compete with any Person or purchase, sell, supply or distribute any product, or service or that otherwise has the effect of restricting the Company, its Subsidiaries and their respective affiliates (including Parent and its affiliates after the Effective Time) from the development, manufacture, marketing or distribution of products and services, in each case, in any geographic area; (v) any (i) Contract that contains any (A) exclusivity rights or (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 Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts, option agreements) with a notional value in excess of $1,000,000; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $2,000,000; (viii) any 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 Company or any Company Subsidiary licenses (in or out) Intellectual Property that is material contract 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 as promulgated under the Securities Act; (ii) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensationSEC). (b) Meadow has made available Each Contract of the type described in this Section 3.13(a) is referred to Iris accurate herein as a “Company Material Contract.” True and complete copies of all Meadow each Company Material Contracts, including all material amendments thereto, in each case Contract in effect on as of the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract has been made available to Merger Sub (including pursuant to agreed-upon procedures to protect competitively sensitive information) or publicly filed with the SEC. (c) Except as, individually or in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contractaggregate, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as not had and would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would not reasonably be expected to be material to Meadow and its Subsidiaries, taken as have a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, Company Material Adverse Effect: (i) each Meadow Company Material Contract is valida legally valid and enforceable obligation of the Company or the Company Subsidiary party thereto, bindingin accordance with its terms, enforceable subject to applicable bankruptcy, insolvency or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) each Company Material Contract is in full force and effect, subject to the Bankruptcy effect and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, iii) to the Knowledge of Meadowthe Company none of the Company or any Company Subsidiary or any other party thereto, otherwise) that is in breach or default under any Company Material Contract to which it intends to terminate is a party or not renew a Meadow Material Contractby which it or any of its properties or assets is bound or affected.

Contracts. (a) Section 4.11(a) 3.15 of the Meadow Company Disclosure Schedule Letter lists each of the following Meadow types of Contracts in effect as of the date of this Agreement (other than any Meadow Benefit Plan) under to which Meadow Company or any of its Subsidiaries has is a party or by which any remaining material rights of their respective properties or obligations (each, a “Meadow Material Contract”):assets is bound as of the date hereof: (i) any Contract that would be required to be filed by Company as a “material contract as defined in contract” pursuant to Item 601(b)(10) of Regulation S-K as promulgated under the Securities ActAct or disclosed by Company on a Current Report on Form 8-K; (ii) each any Contract that is material contains any noncompetition or exclusive dealing agreements or other agreement or obligation that purports to materially limit or restrict in any respect the business or operations ability of Meadow and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow Company or any of its Subsidiaries (or, following the consummation of the transactions contemplated by this Agreement, would limit the ability of Purchaser or any of their Subsidiaries, including Surviving Corporation) to engage compete in any line of business that is material to Company or compete Purchaser or with any PersonPerson 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, (B) any “most-favored nations” pricing provisions right of first offer or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or servicessimilar right; (iii) each any Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition for, with respect to, or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgagesthat contemplates, indenturesa possible merger, loansconsolidation, notes or credit agreementsreorganization, security agreements recapitalization or other agreements business combination, or instruments providing for asset sale or sale of equity securities not in the creation ordinary course of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens business consistent with past practice, with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow it or any of its Subsidiaries or any Contract which relates to sella merger, distribute consolidation, reorganization, recapitalization or commercialize 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 products Contract relating to the borrowing of money by it or service of Meadow any its Subsidiaries or the guarantee by it or any of its Subsidiaries of any such obligation of a third party (other than deposit liabilities and FHLB borrowings, 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; (v) any Contract that involves expenditures or receipts 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 compensation of any officers or directors; (vii) any Contract containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than Company or its Subsidiaries) that is material to the Company or its Subsidiaries; and (viii) any Contract relating to a joint venture, partnership, limited liability company agreement 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, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entitythird parties, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into any Contract which limits payments of dividends. Each Contract of the type described in the Ordinary Course of Business; clauses (i) through (ix) each Meadow Out-bound License and Meadow In-bound License;is referred to herein as a “Company Material Contract.” (xb) each (i) Each Company Material Contract that is material to the business or operations of Meadow valid and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based binding on the revenues or profits of Meadow or Company and any of its Subsidiaries; (xi) each Contract that Subsidiaries to the extent such Subsidiary is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiariesa party thereto, as applicable, and which involves payment or receipt 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 Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregateapplicable bankruptcy, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organizationinsolvency, unionmoratorium, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance reorganization or similar termination payments, retention Laws affecting the enforcement of creditors’ rights generally or change in control payments, or for the acceleration by general principles of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate by principles of public policy and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on except where the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected failure to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to individually or in the Bankruptcy aggregate, has not had a Company Material Adverse Effect; and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, (ii) there is no counterparty to a Meadow default under any Company Material Contract has notified Meadow in writing (by Company or any of its Subsidiaries or, to the Knowledge knowledge of MeadowCompany, otherwise) any other party thereto, and no event or condition has occurred that it intends constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of Company or any of its Subsidiaries or, to terminate or not renew a Meadow the knowledge of Company, any other party thereto under any such Company 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) Except for Contracts filed as exhibits to the Filed Company SEC Documents, Section 4.11(a3.11(a) of the Meadow Company Disclosure Schedule lists Letter sets forth a correct and complete list, and the following Meadow Company has made available to Parent 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 effect compliance with the terms of each such Contract or with applicable Legal Requirements governing the sharing of information) to which the Company or any Company Subsidiary is a party as of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow or any of its Subsidiaries has any remaining material rights or obligations (eachcollectively, a the “Meadow Material ContractCompany Contracts”): (i) a material contract required to be filed as defined an exhibit to any report of the Company filed pursuant to the Exchange Act of the type described in Item 601(b)(10601(b) of Regulation S-K as promulgated under by the Securities ActSEC; (ii) each Contract that is material contain a covenant restricting the ability of the Company or any Company Subsidiary to the compete in any business or operations of Meadow and its Subsidiaries, taken as a whole, containing (A) with any covenant limiting the freedom of Meadow Person or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or servicesgeographic area; (iii) each Contract relating to capital expenditures and requiring payments after with any Affiliate of the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penaltyCompany; (iv) each Contract which primarily relates to (A) the granting to the Company or any Company Subsidiary of any IP License in or to any Company Intellectual Property owned by a third party, with annual license fees of more than $50,000, or (B) the granting by the Company or any Company Subsidiary to a third party of any IP License in or to any Company Intellectual Property, with annual license fees of more than $25,000, 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; (v) relating to any material joint venture, partnership or other similar arrangement involving co-investment, collaboration or partnering with a third party; (vi) with a Governmental Entity (other than ordinary course Contracts with Governmental Entities as a customer); (vii) pursuant to which any Indebtedness of the Company or any Company 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) pursuant to which the Company, any Company Subsidiary or any other party thereto has continuing obligations, rights or interests relating to 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 extent executory and relate to (A) the disposition or acquisition of any material assets or any ownership interest properties, other than dispositions or acquisitions in any entity; (v) each Contract providing for the creation ordinary course of any mortgagesbusiness, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development merger or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensationcombination transaction. (b) Meadow has made available Each Company Contract is valid and binding on the Company and each Company Subsidiary which is party thereto and, to Iris accurate and complete copies the Knowledge of all Meadow Material Contractsthe Company, including all material amendments each other party thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject and the Company and each Company Subsidiary has performed all obligations required to the Bankruptcy and Equity Exception. Between be performed by it before the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material hereof under each Company Contract has notified Meadow in writing (orand, to the Knowledge of Meadowthe Company, otherwiseeach 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) that it intends 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 such liability. (d) The redacted provisions of the copy of the Merck Agreement which has been provided to terminate Parent for review in such redacted form do not include any term which would result in a material reduction of the benefits provided by the Merck Agreement to the Company or not renew a Meadow Material ContractParent from the terms in the unredacted provisions of the Merck Agreement and described in the Summary of Merck Financial Related Information furnished to Parent on the date hereof.

Contracts. (a) Section 4.11(a) 2.16 of the Meadow Company Disclosure Schedule Letter lists each Contract of the following Meadow Contracts in effect types to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound as of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow or any of its Subsidiaries has any remaining material rights or obligations (each, a “Meadow Material Contract”):Agreement: (i) any Contract that would be required to be filed by the Company as a “material contract as defined in contract” pursuant to Item 601(b)(10) of Regulation S-K as promulgated under the Securities ActAct or disclosed by the Company on a Current Report on Form 6-K; (ii) each any Contract (A) that is material limits the ability of the 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 the compete in any line of business or operations with any Person or in any geographic area, (B) that restricts the right of Meadow the 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) that contains any “most favored nation”, “right of first offer”, “right of first access”, “right of first look” or “right of first refusal” terms and conditions (including with respect to pricing) or otherwise contains any type of special discount rights granted by the Company or any of its Subsidiaries, taken as a whole, containing or (AD) that contains any covenant limiting exclusivity obligations or restrictions or otherwise limits the freedom or right of Meadow the Company or any of its Subsidiaries to engage in any line of business sell, distribute, license or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to manufacture any products or territory, (C) services or any exclusivity provision technology or (D) other assets to or for any agreement to purchase minimum quantity of goods or servicesother Person; (iii) each any Contract relating to that prohibits the payment of dividends or distributions in respect of the capital expenditures and requiring payments after stock of the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets Company or any ownership interest in any entity; (v) each Contract providing for of its Subsidiaries, the creation pledging of any mortgages, indentures, loans, notes or credit agreements, security agreements the capital stock or other agreements or instruments providing for equity interests of the creation of material Indebtedness of Meadow Company or any of its Subsidiaries or creating prohibits the issuance of any material Liens with respect to any material assets of Meadow guaranty by the Company or any of its Subsidiaries; (viiv) each Contract requiring payment by or to Meadow or for any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperationpartnership, strategic alliance, collaboration, joint development, joint commercialization, material research or development project or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any productsimilar arrangement, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiariesexcluding, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements 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); (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 Meadow Out-bound License and Meadow In-bound Licensecase 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 Contract case that is material to the business Company’s business; (xiv) any Contract that requires a consent to or operations otherwise contains a provision relating to a “change in control,” or that would prevent, materially delay or impair the consummation of Meadow and the transactions contemplated by this Agreement; (xv) each lease, sublease or other agreement under which the Company or any of its SubsidiariesSubsidiaries leases, taken subleases or licenses any real property (whether as a wholelessor or lessee); (xvi) each Contract (1) relating to the employment of, containing or the performance of services by, any royaltyService Provider reasonably expected to receive payments in excess of $250,000 per annum, dividend (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 arrangement based on payment to any current or former employee in excess of $250,000 per annum, (3) pursuant to which the revenues Company or profits any of Meadow 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 reimbursement or advancement of legal fees or expenses) of any current or former officer, director or employee of the Company or any of its Subsidiaries; (xixvii) each Contract not otherwise disclosed pursuant to this ‎Section 2.16 requiring or otherwise involving the potential payment by or to the Company or any of its Subsidiaries of more than an aggregate of $300,000 per annum and that is not terminable at will with 60 without penalty by the Company or any of its Subsidiaries on less than 90 days’ prior notice notice; and (with no penalty or paymentxviii) by Meadow or each IP Contract. Each contract of the type described in clauses ‎(i) through ‎(xviii) is referred to herein as a “Material Contract.” (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries, as applicable, and which involves payment to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms; (ii) the 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 performed by it under each Material Contract; and (iii) there is no default or receipt by Meadow or its Subsidiaries after the date of this Agreement breach under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in by the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, Company or any of its Subsidiaries or, to Meadow’s Knowledgethe knowledge of the Company, any other party to thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a Meadow Material Contract, has breached, violated default or defaulted under, breach on the part of the Company or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (Subsidiaries or, to the Knowledge knowledge of Meadowthe Company, otherwise) that it intends to terminate or not renew a Meadow any other party thereto under any such 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 written Material Contracts, including all amendments thereto.

Contracts. (a) Section 4.11(a3.15(a) of the Meadow Company Disclosure Schedule lists the following Meadow Contracts in effect as of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow or any of its Subsidiaries has any remaining material rights or obligations (each, a “Meadow Material Contract”): (i) a material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act; (ii) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its SubsidiariesLetter sets forth, as of the date of this Agreement, a true, correct and complete list of each Meadow 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 Contract that is a non-competition Contract or other Contract that (A) purports to limit in any material respect either the type of business in which any Acquired Company (or, after the Effective Time, any Parent Company) or any of its Affiliates may engage or the manner or geographic area in which any of them may so engage in any business, (B) would reasonably be expected to require the disposition of any material assets or type of business of any of the Acquired Companies (or, after the Effective Time, any Parent Company) or any of their respective Affiliates in connection with the consummation of the Transactions, (C) is a Contract that grants “most favored nation” or similar status that has had, or would reasonably be expected to have, a material impact on the Acquired Companies, taken as a whole, following the Effective Time, would apply to Parent or any of its Subsidiaries, including any of the Acquired Companies, (D) contains any exclusivity, preferred status or similar provision that prohibits or limits in any material respect the right of any of the Acquired Companies (or, after the Effective Time, would prohibit or limit in any material respect the right of any of the Acquired Companies or the Parent Companies) to make, sell, market, advertise or distribute any products or services, use, transfer, license, distribute or enforce any of their respective Intellectual Property rights or otherwise conduct its business, (E) obligates any of the Acquired Companies to purchase or obtain a minimum or specified amount of any product or service from any Person for more than $500,000 in the aggregate on an annual basis or (F) involves the obligation or potential obligation of any of the Acquired Companies to make any earn-out or similar payments to any Person; (ii) (A) any indenture, loan or credit agreement, security agreement, guarantee, note, mortgage, letter of credit, reimbursement agreement or other Contract, in any such case relating to indebtedness of any Acquired Company having an outstanding principal amount in excess of $1,000,000 (except for such indebtedness between the Acquired Companies or guaranties by any Acquired Company of indebtedness of any other Acquired Company (not including guaranties by any Company Insurance Subsidiary or of indebtedness of any Company Insurance Subsidiary)) or (B) any guarantee by any Company Insurance Subsidiary of indebtedness or any other obligation of any other Acquired Company or other Affiliate of such Company Insurance Subsidiary; (iii) any Contract relating to any joint venture, strategic alliance or partnership material to the Acquired Companies, taken as a whole; (iv) any Contract under which any of the Acquired Companies made payments of more than $750,000 during the fiscal year ended December 31, 2017 or reasonably expects to make payments of more than $750,000 during the fiscal year ending December 31, 2018 and, in either case, is not terminable by any Acquired Company upon notice of sixty (60) days or less without penalty; (v) any Contract under which any of the Acquired Companies received payments of more than $500,000 during the fiscal year ended December 31, 2017 or reasonably expects to receive payments of more than $500,000 during the fiscal year ending December 31, 2018; (vi) (A) any reinsurance treaty or agreement, including any retrocessional agreement, that is material to any Acquired Company pursuant to which any Acquired Company cedes or assumes business, (B) any such treaty or agreement or instrument that has been funded (in whole or in part) by third party capital or (C) any trust agreement, security agreement or other form of collateral agreement entered into in connection with any Contract covered by the immediately foregoing clauses (A) or (B) (collectively, the “Company Reinsurance Agreements”); (vii) (A) any Contract with any Company Agent that, during the fiscal year ended December 31, 2017, produced insurance policies or contracts issued by an Company Insurance Subsidiary which resulted in greater than five percent (5%) of the Company Insurance Subsidiaries’ gross written premiums for the year ended December 31, 2017 or (B) any Contract with any Company Agent that is a managing general agency contract or a managing general underwriting contract under applicable Law; (viii) any Contract that provides for any standstill or similar restriction pursuant to which any Acquired Company has agreed to restrictions on the acquisition of assets or securities of another Person or to which another Person has agreed to restrictions on the acquisition of assets or securities of any Acquired Company; (ix) any employment Contract that requires aggregate payments with respect to annual salary and target bonus in excess of $350,000 on an annual basis or is not terminable without cause by any of the Acquired Companies 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; (x) any Contract that grants any rights of first refusal, rights of first offer, rights of first negotiation or other similar rights to any Person with respect to any material asset, property or business of the Acquired Companies, taken as a whole; (xi) 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) for aggregate consideration in excess of $3,000,000 under which any of the Acquired Companies has any outstanding earn out, deferred payment, indemnification or contingent 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; (xii) any Contract that requires the Acquired Companies to make any capital commitments or capital expenditures in excess of $1,000,000 during any twelve (12) month period following the date of this Agreement; (xiii) any Contract that is a settlement or similar Contract with any Governmental Entity or any other Person to which any of the Acquired Companies or any of its assets or properties is subject with material ongoing obligations of any of the Acquired Companies, taken as a whole; (xiv) any Contract purporting to indemnify or hold harmless any director, officer or employee of any of the Acquired Companies (other than the Company Charter, the Company Regulations and the organizational documents of the Company’s Subsidiaries); (xv) any Contract that is required to be disclosed by the Company pursuant to Item 404 of Regulation S-K under the Securities Act; (xvi) any lease, license, occupancy agreement, sublease, waiver, side letter or guaranty relating to any real property which any Acquired Company leases, uses or occupies or has the right to lease, use or occupy (collectively, the “Company Real Property Leases”); (xvii) any Contract pursuant to which any Intellectual Property right that is material to the Acquired Companies, taken as a whole, is licensed or sold to or by any Acquired Company, other than (A) license agreements for any non-customized commercially available Software, (B) 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 consistent with past practice and (C) Contracts which contain non-exclusive licenses or sublicenses or sales 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; (xviii) any disaster recovery or data center Contract; (xix) any Contract 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, 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 incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement; and (xx) any Contract that would or would reasonably be expected to prevent, materially delay or impair the consummation of the Transactions. All Contracts required to be filed as exhibits to the Company SEC Documents have been so filed in a timely manner. 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 Securities Act, and each Contract required to be listed in Section 3.15(a) or Section 3.18(c) of the Company Disclosure Letter is referred to herein as a “Material Company Contract.” (b) True, correct and complete copies (subject to apparent redactions) of all Material Company Contracts have been made available to Parent in accordance with all applicable Laws. Each Material Company Contract is validvalid and binding on each Acquired Company party thereto and, bindingto the knowledge of the Company, enforceable each other 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 Bankruptcy and Equity ExceptionEnforceability Limitations. Between 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 date of Company to which it is currently or has, within the Meadow Balance Sheet and twelve (12) months immediately preceding the date hereof, been a party. 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 counterparty to a Meadow breach or default under any Material Company Contract has notified Meadow in writing (by any of the Acquired Companies party thereto or, to the Knowledge knowledge of Meadowthe Company, otherwise) any other party thereto and no event has occurred that it intends with the lapse of time or the giving of notice or both would constitute a breach or default thereunder by any of the Acquired Companies party thereto or, to terminate or not renew a Meadow Material Contractthe knowledge of the Company, any other party thereto.

Contracts. (a) Section 4.11(a3.01(i) of the Meadow Disclosure Schedule lists Company Letter sets forth (with specific reference to the following Meadow Contracts in effect as of the date subsection of this Agreement (other than any Meadow Benefit PlanSection 3.01(i) under to which Meadow or any of its Subsidiaries has any remaining material rights or obligations (each, a “Meadow Material Contract”): (isuch Contract relates) a material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act; (ii) each Contract that is material to the business or operations of Meadow complete and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiariescorrect list, as of the date of this Agreement, of: (A) each Meadow 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 that is not so filed; (B) each Contract pursuant to which the Company or any of its Subsidiaries has agreed not to compete with any person in any area or to engage in any activity or business, or pursuant to which any benefit or right is required to be given or lost, or any penalty or detriment (other than any immaterial penalty or detriment) is incurred, as a result of so competing or engaging; (C) each Contract to or by which the Company or any of its Subsidiaries is a party or bound providing for exclusivity or any similar requirement or pursuant to which the Company or any of its Subsidiaries is restricted in any way, or which after the Effective Time could restrict Parent or any of its Subsidiaries in any way, with respect to the development, manufacture, marketing or distribution of their respective products or services or otherwise with respect to the operation of their businesses, or pursuant to which any benefit or right is required to be given or lost, or any penalty or detriment (other than any immaterial penalty or detriment) is incurred, as a result of non-compliance with any such exclusive or restrictive requirements; (D) each Contract to or by which the Company or any of its Subsidiaries is a party or bound or with respect to which the Company or any of its Subsidiaries has any obligation with any affiliate of the Company or any of its Subsidiaries; (E) each Contract under which the Company or any of its Subsidiaries has incurred any Indebtedness having an aggregate principal amount in excess of $1,000,000 that is not scheduled as an exhibit to the Filed SEC Documents; (F) each Contract to or by which the Company or any of its Subsidiaries is a party or bound creating or granting a Lien (including Liens upon properties or assets acquired under conditional sales, capital leases or other title retention or security devices), other than (1) Liens for taxes not yet due and payable, that are payable without penalty or that are being contested in good faith and for which adequate reserves have been established, (2) Liens for assessments and other governmental charges or landlords’, carriers’, warehousemen’s, mechanics’, repairmen’s, workers’ or similar Liens incurred in the ordinary course of business, consistent with past practice, in each case for sums not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings, (3) Liens incurred in the ordinary course of business, consistent with past practice, in connection with workers’ compensation, unemployment insurance and other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations and (4) Liens incurred in the ordinary course of business consistent with past practice that, individually or in the aggregate, are not reasonably likely to adversely interfere in a material way with the use of the properties or assets encumbered thereby (collectively, “Permitted Liens”); (G) each material 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 provisions requiring consent with respect to any “change in control” or similar provision with respect to 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 material violation or material breach of, or constitute a default (with or without notice or lapse of time or both) under, such Contract, or give rise under such Contract to any right of, or result in, a termination, right of first refusal, material amendment, revocation, cancelation or material acceleration of any obligation, or a loss of a material benefit or the creation of any material Lien upon any of the properties or assets of the Company, Parent or any of their respective Subsidiaries, or to any increased, guaranteed, accelerated or additional material rights or material entitlements of any person; (H) each Contract to or by which the Company or any of its Subsidiaries is a party or bound providing for payments of royalties or other license fees to third parties in excess of $5,000,000 annually, that is not terminable by the Company without penalty on ninety days or less notice; (I) 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 or terms that (1) applies to the Company or any of its Subsidiaries or (2) following the Effective Time, would apply to Parent or any of its Subsidiaries other than the Surviving Corporation or its Subsidiaries; (J) each Contract pursuant to which the Company or any of its Subsidiaries has agreed or is required to provide any third party with access to (x) source code in respect of hardware (other than board-level hardware, such as reference designs) or (y) any other source code (other than, in the case of this subclause (y), access to customers in the ordinary course of business consistent with past practice of source code that is generally made available to customers of the Company or its Subsidiaries, it being understood that, for the avoidance of doubt, the exception in this parenthetical shall not apply to access to source code to business partners or other persons in connection with the development by the Company or any of its Subsidiaries of hardware products or related design services), and each Contract that provides for source code of the Company or any of its Subsidiaries to be put in escrow or pursuant to which the Company or any of its Subsidiaries has agreed or is required to grant a contingent license to source code; (K) each Contract containing any “non-solicitation”, “no-hire” or similar provision that restricts the Company or any of its Subsidiaries; (L) each Contract to or by which the Company or any of its Subsidiaries is a party or bound for any joint venture (whether in partnership, limited liability company or other organizational form) or other revenue or profit sharing or similar arrangement; (M) each Contract to or by which the Company or any of its Subsidiaries is a party or bound with any Governmental Entity (other than ordinary course customer Contracts providing for payments below $5,000,000 and pursuant to which the counterparty does not have any rights to the Company’s Products or Intellectual Property other than its rights to use the Product sold under such Contract as a customer); (N) each Contract to or by which the Company or any of its Subsidiaries is a party or bound entered into in the last five years in connection with the settlement or other resolution of any suit, claim action, investigation or proceeding that has any material continuing obligation, liability or restriction on the part of the Company or any of its Subsidiaries; (O) each Contract between the Company or any of its Subsidiaries and any of the ten largest customers of the Company and its Subsidiaries (determined on the basis of revenues received by the Company or any of its Subsidiaries in the four consecutive fiscal quarter period ended September 30, 2010 (each such customer, a “Major Customer”, and each such Contract, a “Major Customer Contract”)); (P) each Contract between the Company or any of its Subsidiaries and any of the ten largest licensors or other suppliers to the Company and its Subsidiaries (determined on the basis of amounts paid by the Company or any of its Subsidiaries in the four consecutive fiscal quarter period ended September 30, 2010 (each such licensor or other supplier, a “Major Supplier”, and each such Contract, a “Major Supplier Contract”)); and (Q) except for Contracts with customers and purchase orders with vendors or suppliers, in each case, entered into in the ordinary course of business consistent with past practice, and the Contracts disclosed above, each Contract (other than Benefit Plans or Benefit Agreements) 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 on the 12-month anniversary of this Agreement, in excess of $3,000,000 or (ii) in aggregate more than $10,000,000 during the life of the Contract. The Contracts of the Company or any of its Subsidiaries of the type referred to in clauses (A) through (Q) of this Section 3.01 are collectively referred to in this Agreement as “Specified Contracts”. The Company has made available to Parent a complete and correct copy of each of the Specified Contracts, including all amendments thereto. Each Specified Contract and each other Contract of the Company or any of its Subsidiaries that is material to the Company and its Subsidiaries taken as a whole (a “Material Contract Contract”) is valid, binding, enforceable and in full force and effecteffect (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 bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies. Between the date Each of the Meadow Balance Sheet Company and its Subsidiaries has performed or is performing all material obligations required to be performed by it under the date hereofMaterial Contracts and is not (with or without notice or lapse of time or both) in breach in any material respect or default thereunder, no counterparty and, other than in the ordinary course of business consistent with past practice, has not knowingly waived or failed to a Meadow Material Contract has notified Meadow in writing (orenforce any material rights or benefits thereunder, and, to the Knowledge knowledge of Meadowthe Company, otherwiseno 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. To the knowledge of the Company, there has occurred no event giving (with or without notice or lapse of time or both) to others any right of termination, material amendment or cancelation of any Material Contract. To the knowledge of the Company, there are no circumstances that it intends are reasonably likely to terminate occur that would reasonably be expected to adversely affect the ability of the Company or not renew a Meadow any of its Subsidiaries to perform its material obligations under any Material Contract.

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 4.11(a3.15(a) of the Meadow Company Disclosure Schedule lists Letter sets forth a true and complete list of each of the following Meadow Contracts in effect as of to which the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow Company or any of its Subsidiaries has is a party or by which the Company or any remaining material rights of its Subsidiaries or obligations any of their assets or businesses are bound (eachand any amendments, a “Meadow Material Contract”supplements and modifications thereto): (i) any Contract that would be required to be filed by the Company as a “material contract as defined in contract” pursuant to Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act; (ii) each any Contract that is a non-competition Contract or 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 the Company or any of the 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) would require the disposition of any 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) is a Contract that grants “most favored nation” or similar status that, following the Effective Time, would apply to Parent or 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 services or 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 or specified amount of any product or service from any Person; or (F) that involves the obligation or potential obligation of the Company or any of its Subsidiaries to make any “earn-out” or similar payments to any Person; (iii) any Contract under which 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 (except for such indebtedness between the Acquired Companies or guaranties by any Acquired Company of indebtedness of any Acquired Company); (iv) any Contract relating to any material joint venture or partnership; (v) any Contract under which the Company or any 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 services; (vii) any Contract relating to any material dealer, reseller, remarketer, distribution, joint marketing, affiliate or development, delivery, manufacturing or similar agreement under which the Company or any of its Subsidiaries made payments of more than $5,000,000 during the fiscal year ended August 31, 2014; (viii) any Contract that contains a standstill or similar restriction enforceable against the Company or any of its Subsidiaries; (ix) any Contract for the lease of real property by the Company or any 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 business or operations of Meadow Company and its Subsidiaries, taken as a whole, containing ; (Axv) any covenant limiting Contract in which the freedom Company purports to indemnify or hold harmless any director, officer or employee of Meadow the Company or any of its Subsidiaries to engage in any line (other than the Company Constituent Documents or organizational documents of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services;the Company’s Subsidiaries); and (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (Dxvi) any Contract to license which any third holder of capital stock or other securities of the Company is a party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material required to be disclosed by the business or operations Company pursuant to Item 404 of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on Regulation S-K under the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any Securities Act. Each such Contract of more than $100,000 as described in the aggregate, this Section 3.15(a) or obligations after the date of this Agreement Section 3.18(c) or listed in excess of $100,000 in the aggregate; (xiiSection 3.15(a) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiiiSection 3.18(c) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the MergerCompany Disclosure Letter, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensationa “Material Contract”. (b) Meadow has made available to Iris accurate True and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date Company and its Subsidiaries have been made available to Parent in accordance with all applicable Laws. For purposes of this Agreement, none of Meadow“Contract” means any note, any 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 Company and each of its Subsidiaries orparty thereto and, to Meadow’s Knowledgethe knowledge of the Company, any other party to a Meadow Material Contractthereto, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject 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 Bankruptcy aggregate, have not had, and Equity Exceptioncould not reasonably be expected to have, a Material Adverse Effect. Between Except, individually or in the date 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 Meadow Balance Sheet and Company Disclosure Letter, there is no default under any Contract by the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (Company or any of its Subsidiaries party thereto or, to the Knowledge knowledge of Meadowthe Company, otherwise) any other party thereto, and no event has occurred that it intends 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 terminate or not renew a Meadow Material Contractthe knowledge of the Company, any other party thereto.

Contracts. (a) As of the date of this Agreement, except as set forth in Section 4.11(a) of the Meadow Parent Disclosure Schedule lists the following Meadow Contracts in effect as of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow or Letter, neither Parent nor any of its Subsidiaries has any remaining material rights is a party to or obligations (each, a “Meadow Material Contract”):bound by any: (i) a “material contract contract” (as such term is defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act), whether or not filed by Parent with the SEC; (ii) employment or 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 the business or operations of Meadow Parent and its Subsidiaries, taken as a whole, containing 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 covenant limiting Subsidiary (other than a wholly owned Subsidiary) of Parent that was entered into in the freedom ordinary course of Meadow 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 business, or (y) to compete with any Person, (B) Person or operate in any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or servicesgeographical location; (iiiv) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets acquisition, directly or any ownership interest in any entity; indirectly (v) each Contract providing for the creation of any mortgagesby merger or otherwise), indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow Parent or any of its Subsidiaries after the date of this Agreement of assets with a fair market value in excess of $500,000 pursuant to its express terms relating to: 50,000; (Avi) Contract that contains any distribution agreement (identifying any provision that contain exclusivity provisions); (B) any agreement involving provision requires the purchase of services or products with respect to any pre-clinical or clinical development activities all of Meadow Parent’s or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products ’ requirements for a given product or service of Meadow from a given Third Party, which product or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that service is material to the business or operations of Meadow 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, containing the Surviving Corporation or any royaltyof 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, dividend alliance, partnership or limited liability company agreements or similar arrangement based on Contracts relating to the revenues formation, creation, operation, management or profits control of Meadow any joint venture, alliance, partnership or limited liability company that (A) is material to Parent, any of its Subsidiaries or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of is material to any cash investment in, or other compensation commitment to, any Related Entity of Parent; or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be 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 Meadow Parent and its Subsidiaries, taken as a whole. As ; or (xiv) Contracts material to Meadow and 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 AgreementAgreement that are of the type described in clause (a) above are referred to herein as the “Parent Material Contracts.” Except, in each case, as has not, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all Parent Material Contracts are valid and binding on Parent and/or the relevant Subsidiary of Parent that is a party thereto and, to Parent’s Knowledge, each Meadow Material Contract is valid, binding, enforceable and in full force and effectother party thereto, subject to the Bankruptcy and Equity Exception. Between the date , (ii) all Parent Material Contracts are in full force and effect, (iii) Parent and each of the Meadow Balance Sheet and the date hereofits Subsidiaries has performed all material obligations required to be performed by them under Parent Material Contracts to which they are parties, no counterparty (iv) to Parent’s Knowledge, each other party to a Meadow Parent Material Contract has notified Meadow 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 Parent nor any of its Subsidiaries, nor, to 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 (oror any condition which with the passage of time or the giving of notice would cause such a 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 Knowledge of Meadowaggregate, otherwise) that it intends reasonably likely to terminate or not renew result in a Meadow Parent Material ContractAdverse Effect.

Contracts. (a) Section 4.11(aExcept for this Agreement, each Company Benefit Plan and the contracts filed as exhibits to the Company SEC Reports, Schedule 3.18(a) sets forth a list of the Meadow Disclosure Schedule lists the following Meadow all Material Contracts in effect as of the date of this Agreement (other than any Meadow Benefit Plan) under Agreement. For purposes of this Agreement, “Material Contract” means the following contracts that are currently in effect and to which Meadow the Company or any of its Subsidiaries has any remaining material rights is a party or obligations by which the Company or its Subsidiaries is bound (each, a “Meadow Material Contract”other than Company Leases): (i) a any material contract as defined in Item 601(b)(10) partnership, joint venture, limited liability company or other similar Contract (including any Contract providing for joint research, development or marketing, and excluding, for avoidance of Regulation S-K as promulgated under doubt, reseller agreements and other commercial agreements that do not involve the Securities Actformation of an entity with any third Person); (ii) each any Contract that is material to the Company and its Subsidiaries, taken as a whole (A) that restricts the Company, its Subsidiaries or any of their Affiliates from engaging in any line of business or operations obligates the Company or any of Meadow its Subsidiaries not to compete with another Person in any line of business or geographic territory, (B) that contains exclusivity obligations or exclusivity restrictions binding on the Company or any of its Subsidiaries or that by its express terms would be binding on Parent or its Affiliates (including the Surviving Corporation) after the Effective Time, in the case of this clause (B), other than customary restrictions included in the Company’s contracts with customers or vendors in the ordinary course of business or (C) that involves minimum requirements or contains any “most favored nation” provision or grants to any Person a right of first refusal or first offer or an option to purchase, acquire, sell or dispose of any property or assets of the Company or any of its Subsidiaries (other than inventory in the ordinary course of business); (iii) any settlement, consent order or similar Contract relating to the resolution of any Action pursuant to which the Company or any of its Subsidiaries have material obligations outstanding; (iv) any contract that is material to the Company and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entityGovernmental Entity; (v) each any Contract providing for currently in effect and would be required to be filed by the creation Company as a “material contract” pursuant to Item 601(b)(10) of any mortgages, indentures, loans, notes or credit agreements, security agreements or Regulation S-K under the Securities Act (other agreements or instruments providing for the creation than those arrangements described in Item 601(b)(10)(iii) of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens Regulation S-K) with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow Company and its Subsidiaries, taken as a whole, containing which, to date, has not yet been so reported and that is not required to be disclosed in the Disclosure Schedules under this Section 3.18(a); (vi) any royaltyContract that relates to Indebtedness having an outstanding principal amount in excess of $10,000,000 individually or $50,000,000 in the aggregate, dividend other than (a) any Indebtedness between the Company and its Subsidiaries or similar arrangement based (b) accounts receivables and payables in the ordinary course of business; (vii) since January 1, 2017, any Contract that involves the acquisition from another Person or disposition to another Person, directly or indirectly (by merger, license, asset purchase or otherwise), of (a) any business, business line, division of the Company or another Person after the date hereof other than in the ordinary course of business or (b) capital stock or other equity interests of another Person, in each case, for aggregate consideration under such Contract (or series of related Contracts) in excess of $25,000,000; (viii) any revenue-generating Contract with any of the twenty (20) largest customers of the Company and its Subsidiaries, determined on the basis of annual recurring revenues attributable to such customers that have been received by the Company and its Subsidiaries, taken as a whole, for the fiscal year ended December 31, 2018 (each, a “Significant Customer”); (ix) any expenditure Contract with any of the twenty (20) largest vendors to the Company and its Subsidiaries, determined on the basis of expenditures by the Company and its Subsidiaries, taken as a whole, for the fiscal year ended December 31, 2018 (each, a “Significant Vendor”); (x) any Contract (A) relating to any debit or profits credit card used by any Person who has a Health Savings Account or other tax-advantaged account or employee benefit administered by the Company or any of Meadow its Subsidiaries, (B) with any bank or investment partner relating to any Health Savings Account or other tax advantaged account or employee benefit administered by the Company or any of its Subsidiaries or (C) that governs the custody of cash assets in a Health Savings Account or other tax-advantaged account or employee benefit administered by the Company or any of its Subsidiaries; (xi) each any Contract between the Company or any of its Subsidiaries, on the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or five percent (5%) stockholders of the Company, on the other hand, other than Company Benefit Plans; or (xii) Contracts pursuant to which another Person grants the Company or a Subsidiary a license, covenant not to assert or other similar immunity or authorization with respect to any other Person’s Intellectual Property Rights or Intellectual Property that is are material to the business of the Company or any of its Subsidiaries, with the exception of (A) any non-exclusive licenses to commercially available software and cloud services and granted on standard terms with an annual or aggregate fee not terminable at will in excess of $2,000,000, (B) licenses for Open Source Software, (C) confidentiality agreements and (D) backup licenses from employees and contractors granted in the ordinary course of business in connection with 60 days’ prior notice providing services to the Company or a Subsidiary; and (xiii) Contracts pursuant to which the Company or a Subsidiary grants another Person a license, covenant not to assert or other similar immunity or authorization with no penalty respect to Company Owned Intellectual Property Rights or paymentCompany Owned Intellectual Property where the rights granted are material to the business of the Company or any of its Subsidiaries, with the exception of (A) by Meadow non-exclusive licenses granted to customers and potential customers (but solely, in such case, for evaluation purposes) in the ordinary course of business, (B) confidentiality agreements, and (C) non-exclusive licenses granted to consultants, contractors or vendors in the ordinary course of business for the sole purpose of the counterparty’s provision of products or services to the Company or its Subsidiaries. (b) As of the date hereof, each Material Contract is valid and binding on the Company and its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after to the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation Knowledge of the MergerCompany, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments each other party thereto, and is in each case full force and effect and enforceable in accordance with its terms, except for such failures to be in full force and effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are would not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow the Company and its Subsidiaries, taken as a whole, subject to the Enforceability Limitations. As Except as would not reasonably be expected to Meadow be material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries is in breach of or default under the date terms of this Agreement, each Meadow any Material Contract is valid, binding, enforceable and in full force and effect, subject Contract. Except as would not reasonably be expected to be material to the Bankruptcy Company and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereofits Subsidiaries, no counterparty to taken as a Meadow Material Contract has notified Meadow in writing (orwhole, to the Knowledge of Meadowthe Company, otherwise) that it intends no other party to terminate any Material Contract is in breach or not renew a Meadow default under the terms of such Material Contract.

Contracts. (a) Except for this Agreement, Section 4.11(a3.12(a) of the Meadow Company Disclosure Schedule lists Letter sets forth a correct and complete list, and the following Meadow Company has made available to Parent 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 effect compliance with the terms of each such Contract or with applicable Laws governing the sharing of information) to which the Company or any of its Subsidiaries is a party as of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow or any of its Subsidiaries has any remaining material rights or obligations (eachcollectively, a the “Meadow Material ContractCompany Contracts”): (i) a material contract that are required to be filed as defined an exhibit to any report of the Company filed pursuant to the Exchange Act of the type described in Item 601(b)(10) of Regulation S-K as promulgated under by the Securities ActSEC; (ii) each Contract that is material to contain a covenant restricting the business or operations ability of Meadow and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow Company or any of its Subsidiaries (x) to engage compete in any line of business or compete with any PersonPerson or in any geographic area, (By) to sell to or purchase from any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision other Person or (Dz) to hire or solicit for employment any agreement to purchase minimum quantity individuals or groups of goods or servicesindividuals; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract that contain change-of-control provisions relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow Company or any of its Subsidiaries; (iv) with respect to the employment of any directors, executive officers or other senior officers of the Company; (v) with any Affiliate of the Company (other than any of its Subsidiaries and other than employment or compensation-related Contracts); (vi) each Contract requiring payment by or which substantially relates to Meadow (A) the granting to the Company or any of its Subsidiaries after of any IP License in or to any material Company Intellectual Property owned by a third party, or (B) the date granting by the Company or any of this Agreement its Subsidiaries of any IP License to a third party in excess or to any material Company Intellectual Property, in each of $500,000 pursuant to its express terms relating to: clause (A) any distribution agreement (identifying any that contain exclusivity provisions); 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 agreement involving provision of services or products with respect web site; (vii) relating to any prejoint venture, partnership or other similar arrangement involving co-clinical investment with a third party; (viii) with a Governmental Authority (other than ordinary course Contracts with Governmental Authorities as a customer) which impose any material obligation or clinical development activities of Meadow restriction on the Company or any of its Subsidiaries; ; (Cix) relating to any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development indebtedness for borrowed money of the Company or other agreement currently in force under any of its Subsidiaries is outstanding or may be incurred or pursuant to which Meadow the Company or any of its Subsidiaries has continuing obligations to develop or market guaranteed any product, technology or service, or indebtedness for borrowed money of any agreement pursuant to which Meadow other Person (other than the Company or any of its Subsidiaries has continuing obligations to develop and excluding trade payables arising in the ordinary course of business) or that is a mortgage, security agreement, capital lease or similar agreements that creates a lien on any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any material asset of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow the Company or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course case involving annual payments of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other more than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License$75,000; (x) each Contract that is material a service contract, equipment lease or arrangement (other than purchase orders entered into in the ordinary course of business) with respect to the business receipt of goods and services involving payments by the Company or operations any of Meadow and its SubsidiariesSubsidiaries of more than $75,000 in the aggregate over the term of such contract; (xi) pursuant to which the Company, taken as a wholeany of its Subsidiaries or any other party thereto has material continuing obligations, containing 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 royalty, dividend products or similar arrangement based on product candidates of the revenues or profits of Meadow 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 (xixii) 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 Contract that of its Subsidiaries which is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiariesparty thereto and, as applicableto the Knowledge of the Company, each other party thereto, and which involves payment or receipt by Meadow or is in full force and effect, and the Company and each of its Subsidiaries after has performed all obligations required to be performed by them prior to the date of this Agreement under any such each Company Contract and, to the Knowledge of more than $100,000 in the aggregateCompany, or each other party to each Company Contract has performed all obligations after required to be performed by it prior to the date of this Agreement under such Company Contract, except for such failures to be in excess of $100,000 in compliance by the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of MeadowCompany, any of its Subsidiaries or, to Meadow’s Knowledge, any or such other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel not, individually or terminate any such Meadow Material Contractin the aggregate, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as have a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, each Meadow Company Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge of Meadow, otherwise) that it intends to terminate or not renew a Meadow Material ContractAdverse Effect.

Contracts. (a) Except for this Agreement and except for any Contract filed as an exhibit to the SEC Reports, Section 4.11(a) 4.18 of the Meadow Company Disclosure Schedule lists lists, and the following Meadow Contracts Company has made available to Parent true, correct and complete copies (except for redactions of competitive information) of, each and every Contract (in effect each case, determined as of the date hereof) to which the Company or any of this Agreement (other than its Subsidiaries is a party or by which the Company or any Meadow Benefit Plan) of its Subsidiaries or any of their respective properties or assets is bound and which is currently in effect or under which Meadow the Company or any of its Subsidiaries has any remaining material continuing rights or obligations (each, a “Meadow Material Contract”):obligations: (i) that would be required to be filed by the Company as a “material contract as defined in contract” pursuant to Item 601(b)(10) of Regulation S-K as promulgated under the Securities ActAct or disclosed by the Company on a Current Report on Form 8-K; (ii) each that is a license, sublicense or other Contract pursuant to which the Company or any of 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 “Licensed-In Intellectual Property” and such license, sublicense or operations other Contract, a “Licensed-In Agreement”); (iii) that is a license, sublicense or other Contract pursuant to which any third party (A) is authorized to use Owned Intellectual Property that is material to the business of Meadow the Company or (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, taken as a wholeother than licenses, containing sublicenses and other Contracts relating to Owned Intellectual Property granted in the ordinary course of business consistent with past practice; (Aiv) any covenant limiting that contains covenants that materially restrict the freedom ability of Meadow the Company or any of its Subsidiaries (or which, following the consummation of the Merger, would materially restrict the ability of the Surviving Corporation or any of its Affiliates) to engage in any line of business or compete with any PersonPerson or in any business, (B) any “most-favored nations” pricing provisions or marketing geographic area or distribution rights related or sales channel, or to sell, supply or distribute any products service or territoryproduct, except for any such Contract that may be canceled without material penalty by the Company or its Subsidiaries upon notice of sixty (C60) any exclusivity provision days or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entityless; (v) each Contract providing for any material partnership or joint venture or pursuant to which the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow Company or any of its Subsidiaries has an obligation (contingent or creating any otherwise) to make a material Liens with respect investment in or extension of credit to any material assets of Meadow or any of its SubsidiariesPerson; (vi) each Contract requiring payment by agreements for or related to Meadow or any of its Subsidiaries after the date of this Agreement (A) indebtedness for borrowed money (other than intercompany indebtedness) having an outstanding principal amount in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); 10 million or (B) any agreement involving provision exchange traded, over the counter or 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 services or products business; or (vii) with respect to any pre-clinical acquisition or clinical development activities disposition of Meadow any Person or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development business or other agreement currently in force under material portion thereof pursuant to which Meadow the Company or any of its Subsidiaries has continuing obligations to develop indemnification, “earn-out” or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiariesother contingent payment obligations, in each case, except for Contracts entered into case that would reasonably be expected to result in the Ordinary Course payments in excess of Business; $10 million. Each such Contract described in clauses (i) through (vii) each Meadow Real Estate Lease;is referred to herein as a “Material Contract.” (viiib) each Contract with any Governmental EntityExcept as would not have or reasonably be expected to have, other than clinical trial agreements, sponsored research agreements individually or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, a Material Adverse Effect, each Material Contract is valid and binding on the Company or one of its Subsidiaries and, to the knowledge of the Company, each other party thereto and is in full force and effect, and the Company and its Subsidiaries have performed and complied with all material obligations after the date required to be performed or complied with by it under each Material Contract. Except in any case of this Agreement in excess of $100,000 default as would not have or reasonably be expected to have, individually or in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000a Material Adverse Effect, (Bx) providing for the payment of there is no default under any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in by the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, Company or any of its Subsidiaries or, to Meadow’s Knowledgethe knowledge of the Company, by any other party to party, and (y) no event has occurred that with the lapse of time or the giving of notice or both would constitute a Meadow Material Contract, has breached, violated default thereunder by the Company or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As or to Meadow and its Subsidiaries, as the knowledge of the date of this AgreementCompany, each Meadow Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (or, to the Knowledge of Meadow, otherwise) that it intends to terminate or not renew a Meadow Material Contractby any other party.