Common use of Contracts Clause in Contracts

Contracts. (a) Schedule 3.11(a) of the Parent Disclosure Schedules sets forth, as of the date hereof, a list of the following Contracts to which any Acquired Company is a party or by which their respective assets are bound (the “Material Contracts”): (i) any Contract under which the remaining amounts to be paid or received by any Acquired Company would reasonably be expected to exceed $1,500,000 in any twelve-month period, other than any Contract with another Acquired Company to document intercompany loans or arrangements; (ii) any collective bargaining agreements; (iii) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations in excess of $200,000 owed by any Acquired Company or the guarantee thereof; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit the ability of any Acquired Company to compete in any line of business or with any Person or in any geographic area or sales channel; (vi) any Contract with a director, officer or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annum; (vii) any Contract with an unaffiliated third party with respect to any partnership, limited liability company, joint venture or similar arrangements, or any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subject; (viii) any Contract for the lease, sublease, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month period; (ix) any Contract that provides for the payment, increase or vesting of any benefits or compensation in connection with the transactions contemplated by this Agreement; or (x) any Contract that relates to any settlement of material disputes or material litigation, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which the Acquired Companies do not have any continuing material financial obligations or liabilities.

Contracts. (a) Schedule 3.11(a3.16(a) hereto sets forth a true and correct list of all the Parent Disclosure Schedules sets forthfollowing Contracts to which, as of the date hereof, a list of the following Contracts to which any Acquired Company is a party or by to which their respective assets the Company is bound or subject and under which there are bound ongoing rights or obligations (other than customary confidentiality obligations with respect to which the Company is in compliance), true and complete copies of which (including, for clarity, any amendments, exhibits, annexes, appendices or attachments thereto) have been provided or made available to the Buyer prior to the Execution Date (each such Contract disclosed or required to be disclosed pursuant to clauses (i) through (xviii) below, and any such Contract entered into prior to the Closing, a “Material ContractsContract”): (i) any Contract under which all Material Network Agreements described in clauses (a) and (c) in the remaining amounts to be paid or received by any Acquired Company would reasonably be expected to exceed $1,500,000 in any twelve-month period, other than any Contract with another Acquired Company to document intercompany loans or arrangementsdefinition thereof; (ii) any collective bargaining agreementsnon-customer Contract with a Governmental Authority; (iii) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations in excess Contract with an employee, director, or officer of $200,000 owed by any Acquired Company or the guarantee thereofCompany; (iv) all Contracts under which (A) any Acquired Company has guaranteed Contract with any Liability Person providing services on a full-time or the obligations of any other Person (other another Acquired Company) consulting basis providing for annual base cash compensation in excess of $150,000125,000 or pursuant to which there have been payments in excess of $125,000 to such Person in the last calendar year, or (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated hereby or that limits the right of the Company to terminate the employment of such Person without notice for any reason and without the payment of severance; (v) all Contracts containing covenants made any Contract (or group of related Contracts) requiring payments by any Acquired Company that materially limit or purport to limit the ability party thereto of any Acquired Company to compete more than $800,000 in any line twelve (12) month period after the date hereof or the performance of business which involves expenditures by, or with any Person or revenue to, the Company in any geographic area or sales channelexcess of $2,000,000 after the date hereof; (vi) any Contract with that relates to Indebtedness in excess of $100,000 or any other Contract that grants a directorLien (other than a Permitted Lien) upon any material assets of the Company, officer or employee of any Acquired Company under which such directorloan agreement, officer note, mortgage, indenture, security agreement, guaranty or employee pledge (other than intercompany indebtedness that is discharged in full at or prior to be paid more than $350,000 per annumthe Closing); (vii) any lease or other Contract with an unaffiliated third party with respect to any partnership, limited liability company, joint venture or similar arrangements, or any shareholders, voting or similar Contract to under which any Acquired the Company is a lessee of or holds, uses or operates any personal property owned by any other party, by for which the annual rent exceeds $50,000, excluding any Acquired Company is bound such lease having a term of one month or to which any Acquired Company is subjectless; (viii) any Contract for relating to the leaseacquisition or disposition of an equity interest in, subleaseor all or substantially all of the assets or business of, saleany Person or the disposition of assets or securities having a book value, purchase or other occupancy right with respect to real property that is still in effect andeach case, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month period250,000; (ix) any Contract giving rise to amounts that provides for would become payable upon a change of control of the payment, increase Company or vesting of any benefits that otherwise include material rights or compensation in connection with obligations triggered by the transactions contemplated hereby or by this Agreement; orthe other Transaction Documents which, if asserted, would result in adverse consequences to the Company, Buyer or its Affiliates; (x) any Contract with the twenty (20) largest customers of the Company, taken as a whole (determined based on signed annual recurring revenues to the Company as of December 31, 2016); (xi) any Contract relating to the formation, creation, governance or control of any joint venture, partnership or similar Contract; (xii) any Contract containing provisions that relates (A) restrict or limit the freedom of the Company to compete with any Person or in any line of business or in any area, including any non-competition, non-solicitation, right of first offer, right of first refusal, or most-favored nation pricing restrictions; (B) provide for the Company to be the exclusive or preferred provider or recipient of any product or service obligations, including, for the avoidance of doubt, any Contract obligating the Company to provide its products or services exclusively to a counterparty or other specified Persons; or (C) contain any minimum purchase or sale obligations (including any take-or-pay Contracts); (xiii) any Affiliate Contract; (xiv) any Contract providing for indemnification by the Company of (A) a third party, other than in connection with a commercial agreement in the ordinary course of business and consistent with the Company’s past practice or (B) a manager, officer or employee; (xv) (A) any customer Contract that provides a customer an option to purchase Fiber of the Company or (B) any forward sale and purchase agreement; (xvi) any Contract by which the Company is licensed or otherwise permitted to use the intellectual property of others (other than non-exclusive licenses for commercial off-the-shelf computer software that are generally available on nondiscriminatory pricing terms), or by which the Company has licensed or authorized others to use any intellectual property; (xvii) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; and (xviii) any agreement to enter into any Contract of the type described in subsections ‎(i) through ‎(xvii) of this ‎Section 3.16(a). (b) Each Material Contract and Material Network Agreement (i) constitutes a legal, valid and binding obligation of the Company, (ii) assuming such Material Contract or Material Network Agreement, as applicable, is binding and enforceable against the other parties thereto, is enforceable against the Company, (iii) to the knowledge of the Seller, is enforceable against the other party thereto except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity and (iv) is in full force and effect. Neither the Company nor, to the knowledge of the Seller, any other party thereto is in material default under any Material Contract and Material Network Agreement, nor has there occurred any event that with notice or lapse of time, or both, (A) would constitute a material default by the Company or, to the knowledge of the Seller, any other party thereunder, (B) would allow or give rise to the limitation, revocation, modification, or termination of any Material Contract or Material Network Agreement, or (C) would result in the impairment of the rights of the Company under any Material Contract or Material Network Agreement; nor has the Company or the Seller received any notice regarding the matters described in ‎(A) through ‎(C). There is no pending disagreement or dispute with any other party to any settlement Material Contract or Material Network Agreement. From December 31, 2016 to the Execution Date, the Company has not received any notification that any party to a Material Contract or Material Network Agreement intends to cancel, terminate, materially modify, refuse to perform or refuse to renew such Contract. (c) Except as set forth on Schedule 3.16(c) hereto, from and after December 31, 2016 to the Execution Date, none of the Top Customers or Top Vendors (collectively, the “Significant Counterparties”) (i) has ceased its purchases from or sales or provision of services to or from the Company or threatened in writing or to the knowledge of the Seller, threatened orally to cease such purchases or sales or provision of services, (ii) no Significant Counterparty has materially reduced its purchases from or sales or provision of services to or from, or has materially delayed or interrupted purchases from or provision of sales or services to or from, the Company, as applicable, other than in the ordinary course of business consistent with past practice, (iii) no Significant Counterparty has threatened in writing or to the knowledge of the Seller, threatened orally to cease or materially reduce its purchases from or sales or provision of services to or from the Company, and (iv) there have been no material disputes or controversies with any Significant Counterparty. (d) The Company is not in violation or breach of the terms of any Government Contract. All representations, certifications and disclosures made by the Company with respect to any Government Contract were accurate and complete in all material litigationrespects as of their effective date. No reasonable basis exists to give rise to a claim for fraud in connection with any Government Contract including under the United States civil or criminal False Claims Act of 1863 (the “False Claims Act”). The Company has complied in all material respects with the terms and conditions of each Government Contract and related applicable Laws including all provisions and laws regarding small business subcontracting and utilization, subcontracting plans, affirmative action, protection and security of personal data or data of a Governmental Authority, kickbacks, illegal gratuities, pricing and other than (x) releases immaterial in nature provisions. The Company has not received a cure notice, show cause notice, civil investigative demand or amounthad a Government Contract terminated for default or convenience, (y) settlement agreements have not been threatened with termination for cash only (which default, or notified of a breach of contract. None of the Company, its respective officers or employees or, to the knowledge of the Seller, their respective agents or Representatives, is or has been paid) suspended or (z) settlement agreements under which debarred, or to the Acquired Companies do knowledge of the Seller, proposed for suspension or debarment, from doing business with any Governmental Authority, and to the knowledge of the Seller, there are no circumstances that would reasonably be expected to become a basis for any of the foregoing. The Company does not have access to any continuing material financial obligations classified information in connection with any Government Contract and is not required to have any personnel or liabilitiesfacility security clearance. (e) Since December 31, 2016 to the Execution Date, neither the Company nor the Seller has received any written or oral indication of an intention to terminate (including a termination for convenience or for cause) or, in the case of a Material Contract related to an ongoing relationship in the ordinary course of business with the other party thereto, fail to renew or extend on substantially similar terms, any Material Contract (including, for the avoidance of doubt, any purchase, sale or service order under any Material Contract) from any of the parties to any Material Contract. Since December 31, 2016 to the Execution Date, with respect to any Material Contract that, by its terms, would automatically renew or extend absent notice or other action by a party thereto, no such party has given any such notice or taken any such action. There is no Action pending against or threatened against the Company or Seller, any present or former officer, director or employee of any of the Companies or Seller, or any Person for whom any the Company may be liable with respect to a Material Contract that is by or before (or that would be by or before) any Governmental Authority or arbitrator.

Contracts. (a) Schedule 3.11(aExcept for this Agreement, Section 3.13(a) of the Parent Company Disclosure Schedules Letter sets forthforth a true and complete list, as of the date hereofof this Agreement, a list of and the following Contracts Company has made available to which any Acquired Company is a party or by which their respective assets are bound (the “Material Contracts”):Parent true and complete copies, of: (i) any each Contract under which the remaining amounts that would be required to be paid or received filed by any Acquired the Company would reasonably be expected as a “material contract” pursuant to exceed $1,500,000 in any twelveItem 601(b)(10) of Regulation S-month period, other than any Contract with another Acquired Company to document intercompany loans or arrangementsK under the Securities Act; (ii) each Contract to which the Company or any collective bargaining agreementsCompany Subsidiary is a party that (A) materially restricts the ability of the Company or any Company Subsidiary to compete in any business or with any Person in any geographical area, (B) requires the Company or any Company Subsidiary to conduct any business on a “most favored nations” basis with any third party, (C) grants a third party development rights relating to any Company Product, (D) requires the Company or any Company Subsidiary to purchase a minimum quantity of goods or supplies relating to any Company Product in favor of any third party or (E) provides for “exclusivity” or any similar requirement in favor of any third party; (iii) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations in excess of $200,000 owed by any Acquired Company each Contract with a Significant Customer or the guarantee thereofSignificant Supplier; (iv) all Contracts under other than any Company Benefit Plan, any Contract that can be terminated for convenience on notice by the Company, customer and channel partner agreements and software maintenance agreements entered into in the ordinary course of business, each Contract to which the Company or any Acquired Company has guaranteed any Liability Subsidiary is a party that provides for recurring annual minimum payments or the obligations of any other Person (other another Acquired Company) receipts in excess of $150,000500,000; (v) all Contracts containing covenants made by each Contract to which the Company or any Acquired Company that materially limit Subsidiary is a party relating to indebtedness for borrowed money or purport to limit the ability of any Acquired Company to compete in any line of business or with any Person or in any geographic area or sales channelfinancial guaranty; (vi) each Contract to which the Company or any Contract with Company Subsidiary is a director, officer party involving in excess of $500,000 that provides for the acquisition or employee disposition of any Acquired assets or any businesses (whether by merger, sale of stock, sale of assets or otherwise) that (A) has not yet been consummated or (B) has outstanding any purchase price adjustment, “earn-out”, material indemnification, payment or similar obligations on the part of the Company under which such director, officer or employee is to be paid more than $350,000 per annumany Company Subsidiary; (vii) each Contract to which the Company or any Company Subsidiary is a party pursuant to which the Company or any Company Subsidiary has continuing guarantee, “earn-out” or similar contingent payment obligations (other than indemnification obligations provided for in the ordinary course of business), including (A) milestone or similar payments, including upon the achievement of regulatory or commercial milestones or (B) payment of royalties or other amounts calculated based upon any revenues or income of the Company, in each case that would result in payments in excess of $250,000; (viii) each Contract with to which the Company or any Company Subsidiary is a party that obligates the Company or any Company Subsidiary to make any capital commitment, loan or capital expenditure in an unaffiliated third party amount in excess of $500,000; (ix) each Contract to which the Company or any Company Subsidiary is a party, other than with respect to any partnershippartnership that is wholly owned by the Company or such Company Subsidiary, limited liability companythat relates to the formation, creation, operation, management or control of any legal partnership or any joint venture entity pursuant to which the Company or such Company Subsidiary has an obligation (contingent or otherwise) to make a material investment in or material extension of credit to any Person; (x) each Contract with a Governmental Entity involving payments to the Company in excess of $750,000 during the 2021 fiscal year; (xi) each sales agency, distribution, international or domestic sales representative, reseller or similar arrangements, Contract involving payments to the Company or any shareholdersCompany Subsidiary in excess of $500,000 during the 2021 fiscal year; (xii) each Contract that creates or would create a Lien (other than a Permitted Lien) on any material asset or property of the Company or any Company Subsidiary; (xiii) each hedging, voting derivative or similar Contract (including interest rate, currency or commodity swap agreements, cap agreements, collar agreements and any similar Contract designed to protect a Person against fluctuations in interest rates, currency exchange rates or commodity prices), including the Capped Call Documentation; (xiv) each Contract which provides for a loan or advance of any amount to any employee of the Company or any temporary agency employee, consultant or other independent contractor of the Company or any of the Company Subsidiaries, in each case, in excess of $100,000 individually, other than the ordinary course of business consistent with past practice; (xv) each stockholders’, investors rights’, registration rights or similar Contract to which the Company or any Acquired Company Subsidiary is a partyparty (excluding the Company Stock Plans and any Contracts governing Company Stock Options, by which any Acquired Company is bound RSUs, Company PSUs or to which any Acquired participation in the Company is subjectESPP); (viiixvi) any Contract for the each lease, sublease, salelicense or similar use and occupancy Contract (including any amendments, purchase extensions and modifications thereto, each, a “Lease”) for annual rents in excess of $100,000 pursuant to which the Company or any Company Subsidiary leases, subleases or otherwise uses or occupies any real property from any other Person (whether as a tenant, subtenant or pursuant to other occupancy arrangements) (collectively, the “Leased Real Property”); (xvii) each Intellectual Property Agreement; (xviii) each Contract with or binding upon the Company, any Company Subsidiary or any of their respective properties or assets that is of the type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; and (xix) each Contract providing for the employment, engagement, retention or termination of any Person on a full-time, part-time, material independent contractor, temporary or other occupancy right with respect basis or otherwise providing compensation or other benefits to real property that any officer, director, employee or material independent contractor, other than Contracts terminable by the Company for any reason upon less than 90 days’ notice without incurring any liability (other than any Company Benefit Plan or as required by applicable Law). Each such Contract described in clauses (i) through (xix) above is still referred to herein as a “Material Contract” and shall include in effect addition to any such Contract to which the Company or any Company Subsidiary is a party any of the foregoing Contracts to which any of the assets or properties of the Company or any Company Subsidiary are bound. (b) Each of the Material Contracts is valid, binding and enforceable (except as such enforceability may be limited by the Bankruptcy, Equity and Indemnity Exception) on the Company or such Company Subsidiary, as the case may be, and, individuallyto the knowledge of the Company, could each other party thereto, and is in full force and effect, except for such failures to be valid, binding or enforceable or to be in full force and effect as have not had, and would not reasonably be expected to result have, individually or in payments the aggregate, a Company Material Adverse Effect. Except as would not be material to the Company and the Company Subsidiaries, taken as a whole, (i) there is no violation or breach of or default under any Material Contract by the Company or any Acquired Company in excess Subsidiary or, to the knowledge of $250,000 in the Company, any twelve-month period; other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or, to the knowledge of the Company, any other party thereto and (ixii) neither the Company nor any Company Subsidiary has waived, failed to enforce or assigned any rights or benefits under any Material Contract. As of the date of this Agreement, no party to any Material Contract that provides for the payment, increase has given any written notice of termination or vesting cancellation of any benefits Material Contract or compensation in connection with the transactions contemplated by this Agreement; or (x) that it intends to seek to terminate or cancel any Contract that relates to any settlement of material disputes or material litigation, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which the Acquired Companies do not have any continuing material financial obligations or liabilitiesMaterial Contract.

Contracts. Section 3.9 of the Seller Disclosure Letter contains a complete and accurate list of all Contracts to which an Acquired Company, the Satair JV, Seller or any Selling Subsidiary (with respect to Seller and the Selling Subsidiaries, to the extent the Contract is included in the Air Cargo Assets) is a party: (a) Schedule 3.11(afor the future sale of products or services with expected payments in excess of $2,500,000 during the remaining term; (b) for the future purchase of products or services with expected payments in excess of $1,000,000 during the remaining term except for any such Contract that may be canceled on not more than 180 days’ notice without any penalty or other liability to the Business in excess of $100,000; (c) establishing or governing the management of any partnership, joint venture or similar arrangement, or acquisition or disposal of any joint ventures or similar arrangement; (d) that require the Business to deal exclusively with the counterparty or that limit the ability of the Parent Disclosure Schedules sets forth, as Business to compete in any product or geographic market; (e) for the lease of any personal property involving annual lease payments in excess of $75,000 per year; (f) relating to the purchase of any business or Person (or all or any substantial portion of the assets of any business, business unit, facility or Person) entered into within three (3) years from the date hereof, a list of the following Contracts to which any Acquired Company is a party or by which their respective assets are bound (the “Material Contracts”): (i) any Contract under which the remaining amounts to be paid or received by any Acquired Company would reasonably be expected to exceed $1,500,000 in any twelve-month period, other than any Contract with another Acquired Company to document intercompany loans or arrangements; (ii) any collective bargaining agreements; (iii) all Contracts which relate to Indebtedness this Agreement and under which any Acquired Company or the Satair JV has outstanding obligations any continuing material liability or obligation; (g) relating to the sale or disposition of any material Business Assets (other than the sale of inventory or obsolete or worn-out Business Assets replaced in excess the ordinary course of $200,000 owed by business consistent with past practice) entered into within three (3) years from the date of this Agreement and under which any Acquired Company or the guarantee thereof; Satair JV has any continuing material liability or obligation; (ivh) all Contracts under which relating to any Acquired Company has guaranteed any Liability employment, independent contracting, consulting or similar agreement requiring payment by the obligations Business of any other Person (other another Acquired Company) base annual fees or compensation in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit the ability of any Acquired Company to compete in any line of business or with any Person or in any geographic area or sales channel; (vi) any Contract with a director, officer or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annum; (vii) any Contract with an unaffiliated third party with respect 100,000 to any partnership, limited liability company, joint venture or similar arrangements, or any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subject; Person; (viiii) any Contract evidencing Indebtedness; and (j) providing for capital expenditures after the lease, sublease, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company date of this Agreement in excess of $250,000 100,000, individually. The Contracts listed (or required to be listed) in any twelve-month period; (ix) any Section 3.9 of the Seller Disclosure Letter are referred to collectively herein as the “Significant Contracts.” Each Significant Contract that provides for is valid and is in full force and effect in accordance with the payment, increase or vesting terms of any benefits or compensation in connection with such Significant Contract subject to proper authorization and execution of such Significant Contract by the counterparties thereto and to the Bankruptcy and Equity Principles and neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement; or (x) hereby will give others any Contract that relates to rights of termination or cancellation of any settlement of Significant Contract. There is no material disputes breach or material litigationdefault under any Significant Contract, and to Seller’s Knowledge, no event has occurred that, with the passage of time or the giving of notice or both, would constitute a material breach or material default by Seller, an Acquired Company, the Satair JV, any Selling Subsidiary or any other party thereto under, or give to others any rights of termination or cancellation of (other than (x) releases immaterial in nature or amountrights relating to contractual expiration), (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which the Acquired Companies do not have any continuing material financial obligations or liabilitiesSignificant Contract.

Contracts. (a) Schedule 3.11(aAll Contracts, including amendments thereto, required to be filed (whether or not filed by the Company with the SEC) as 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 promulgated by the SEC have been filed, and no such Contract has been amended or modified, except for such amendments or modifications which have been filed as an exhibit to a subsequently dated and filed Company SEC Document. All such filed Contracts (excluding any Contracts or amendments thereto that have been redacted or that are missing schedules or exhibits) shall be deemed to have been made available to Parent. (b) Except as set forth on Section 3.13(b) of the Parent Company Disclosure Schedules sets forthLetter, as of the date hereof, a list of the following Contracts to which any Acquired Company is a party or by which their respective assets are bound (the “Material Contracts”):this Agreement, (i) Neither the Company nor any Company Subsidiary is a party to or bound by any Contract pursuant to which the Company or any Company Subsidiary 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 is incurred, as a result of so competing or engaging; (ii) Neither the Company nor any Company Subsidiary is a party to or bound by any Contract that provides for exclusivity or any similar requirement or pursuant to which the Company or any Company Subsidiary is restricted in any way, or which after the Effective Time could restrict Parent or any Company Subsidiary 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 is incurred, as a result of non-compliance with any such exclusive or restrictive requirements or which requires the Company or any Company Subsidiary to refrain from granting license or franchise rights to any other Person; (iii) Neither the Company nor any Company Subsidiary is a party to or bound by any Contract pursuant to which the Company or any Company Subsidiary has any obligation with (1) any Affiliate of the Company or any Company Subsidiary, (2) any Company Employees, (3) any union or other labor organization or (4) any Affiliate of any such Person (other than, in each case, (I) offer letters or employment agreements that are terminable at will by the Company or any Company Subsidiary both without any penalty and without any obligation of the Company or any Company Subsidiary to pay severance or other compensation or benefits (other than accrued base salary, accrued commissions, accrued bonuses, accrued vacation pay, accrued floating holidays and legally mandated benefits), and (II) Company Benefit Plans other than offer letters or employment agreements); (iv) Neither the Company nor any Company Subsidiary is a party to or bound by any Contract under which the remaining amounts Company or any Company Subsidiary has incurred any indebtedness or has an obligation to be paid or received by any Acquired Company would reasonably be expected to exceed $1,500,000 in any twelve-month period, other than any Contract with another Acquired Company to document intercompany loans or arrangements; (ii) any collective bargaining agreements; (iii) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations incur indebtedness having an aggregate principal amount in excess of $200,000 owed by or granting any Acquired Lien on any asset of the Company or the guarantee thereof; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000Subsidiary; (v) all Contracts containing covenants made Neither the Company nor any Company Subsidiary is a party to or bound by any Acquired Company that materially limit or purport to limit the ability of any Acquired Company to compete Inbound IP Contract as defined in any line of business or with any Person or in any geographic area or sales channelSection 3.17(h); (vi) Neither the Company nor any Company Subsidiary is a party to or bound by any Outbound IP Contract with a director, officer or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annumas defined in Section 3.17(h); (vii) Neither the Company nor any Company Subsidiary is a party to or bound by any Contract with an unaffiliated that (A) grants the other party to such Contract or a third party with respect (other than the Surviving Corporation or its Subsidiaries) “most favored nation” pricing or terms that (1) apply to the Company or any partnershipCompany Subsidiary or (2) following the Effective Time, limited liability companywould apply to Parent, joint venture the Surviving Corporation or similar arrangementsany Company Subsidiary, or (B) except for any shareholdersContracts in the form of purchase orders, voting provide for fixed pricing for a term of 12 or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subjectmore months; (viii) Neither the Company nor any Company Subsidiary is a party to or bound by any Contract for the leaseany joint venture (whether in partnership, sublease, sale, purchase limited liability company or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month periodorganizational form) or alliance or similar arrangement; (ix) Neither the Company nor any Company Subsidiary is a party to or bound by any Contract that provides for any development, distribution or similar arrangement relating to any Company Product; (x) Neither the paymentCompany nor any Company Subsidiary is a party to or bound by any Contract with any Governmental Entity; (xi) Other than confidentiality agreements, increase neither the Company nor any Company Subsidiary is a party to or vesting of bound by or has adopted any benefits agreement, retention program or compensation incentive plan in connection with the transactions contemplated by this Agreement or the sale process leading to this Agreement; orand (xxii) Neither the Company nor any Company Subsidiary is a party to or bound by any Contract that relates involving the lease, license, use or occupancy of real property. (c) Section 3.13(c) of the Company Disclosure Letter sets forth (i) (A) the 10 largest customers of the Company and (B) the 10 largest customers of each Company Subsidiary (determined on the basis of revenues received by the Company or the applicable Company Subsidiary, respectively, in the fiscal year ended March 31, 2012) (each such customer, a “Major Customer”); (ii) (A) the 10 largest suppliers to any settlement the Company and (B) the 10 largest suppliers to each Company Subsidiary (determined on the basis of material disputes amounts paid by the Company or material litigationthe applicable Company Subsidiary, other than respectively, in the fiscal year ended March 31, 2012) (xthe “Major Suppliers”); and (iii) releases immaterial (A) the top five contract manufacturers for the Company and (B) the top five contract manufacturers for each Company Subsidiary (determined on the basis of amounts paid by the Company or the applicable Company Subsidiary, respectively, in nature or amountthe fiscal year ended March 31, 2012) (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which the Acquired Companies do not have any continuing material financial obligations or liabilities“Major Manufacturers”).

Contracts. (a) Schedule 3.11(a) Section 4.12 of the Parent Company Disclosure Schedules sets forth, as of specifically identifies (by the date hereof, a list applicable subsection set forth below in this Section 4.12) each Company Material Contract (other than this Agreement or any Related Agreement). The term "Company Material Contract" shall include each of the following Contracts to which the Company or any Acquired Company Subsidiary is a party to or by which their respective assets are the Company or any Company Subsidiary is bound (in each case, other than this Agreement or any Related Agreement): (a) any Contract with any Significant Company Customer; (b) any Contract generating, or that is reasonably likely to generate, more than 5% of revenues for the “Material Contracts”):Company and the Company Subsidiaries over the twelve month period from the date of this Agreement, other than those set forth on Section 4.12(j) of the Company Disclosure Schedules; (c) any Contract with any director, officer, employee or consultant that would require the Company or any Company Subsidiary to make any payments in connection with the Merger, or upon termination of employment, but excluding any Contract (i) that is terminable at-will or, in the case of consultants, with 30 or fewer days of notice by the Company or any of the Company Subsidiaries without cost, liability or financial obligations (other than accrued regular compensation and benefits through the date of termination, including any such notice period), or (ii) under which the Company and the Company Subsidiaries collectively have paid or are obligated to pay less than $10,000; (d) any Contract for indemnification (other than standard indemnification provisions in Contracts entered into by the Company or any Company Subsidiary in the Ordinary Course of Business) or any guaranty; (e) any Contract containing any covenant limiting in any respect the right of the Company or any of the Company Subsidiaries to (i) engage, participate or compete in any line of business, market or geographic area, (ii) develop, market or distribute products or services, (iii) conduct business with any Person, (iv) solicit the employment of, or hire, any Person, or (v) compete with any Person; or granting any exclusive sales, distribution, marketing or other exclusive rights, rights of first refusal, "most favored nation" rights, rights of first negotiation or other exclusive rights or similar terms to any Person, but in each case excluding Contracts containing limitations that (A) are not material to the Company or any Company Subsidiary, and (B) do not limit the ability of the Company or any Company Subsidiary to develop or market additional products or services; (f) any Lease for real or personal property in which the amount of payments that the Company or any of the Company Subsidiaries is required to make on an annual basis exceeds $25,000; (g) any Contract pursuant to the express terms of which the Company or any of the Company Subsidiaries is currently obligated to pay in excess of $25,000 (or, in the case of a Contract for the purchase of inventory made in the Ordinary Course of Business, $50,000) in any one year period that is not terminable by the Company or the Company Subsidiaries without penalty upon notice of ninety (90) days or less; (h) any Contract currently in force relating to the disposition or acquisition by the Company or any of the Company Subsidiaries after the date hereof of (i) assets with a book value exceeding $25,000 (or, in the case of the sale of inventory made in the Ordinary Course of Business, $50,000) , or (ii) Equity Interests in an Entity; (i) any Contract under pursuant to which the remaining amounts Company or any Company Subsidiary is a licensor of Intellectual Property or agrees to be paid Encumber, not assert, Transfer or received by sell rights in or with respect to any Acquired Company would reasonably be expected to exceed $1,500,000 in any twelve-month periodIntellectual Property, except for distribution contracts with retail outlets, independent sales agents, other than distributors and end users entered into by the Company or any Contract with another Acquired Company to document intercompany loans or arrangementsSubsidiary in the Ordinary Course of Business; (iij) any collective bargaining agreements; (iii) all Contracts which relate to Indebtedness under which joint venture Contract or any Acquired Company has outstanding obligations other Contract that involves a sharing of revenues in excess of $200,000 owed by any Acquired Company 10,000, or involves a sharing of profits, cash flows, expenses or losses, with other Persons, or the guarantee thereofpayment of royalties to any other Person, other than Contracts identified in Section 4.12(a) of the applicable Company Disclosure Schedule; (ivk) all any Contract currently required to be filed as an exhibit pursuant to Item 601(b)(10) of Regulation S-K promulgated under the Securities Act, other than those currently on file with the SEC (including any Amendments to Contracts under which any Acquired filed as of the Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000Balance Sheet Date that are required to be filed); (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit the ability of any Acquired Company to compete in any line of business or with any Person or in any geographic area or sales channel; (vil) any Contract with containing a director, officer or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annum; (vii) any Contract with an unaffiliated third party "standstill" provision with respect to any partnership, limited liability company, joint venture or similar arrangements, or any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subjectEquity Interests of the Company; (viii) any Contract for the lease, sublease, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month period; (ix) any Contract that provides for the payment, increase or vesting of any benefits or compensation in connection with the transactions contemplated by this Agreement; or (x) any Contract that relates to any settlement of material disputes or material litigation, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which the Acquired Companies do not have any continuing material financial obligations or liabilities.

Contracts. (a) Schedule 3.11(aSection 5.11(a) of the Parent Disclosure Schedules sets forthLetter lists, as of the date hereof, a list of the following Contracts that are in effect and to which any Acquired the Company is a party or by to which their respective it, or any of its assets are and properties, is bound (each such Contract and each Contract required to be listed in Section 5.11(a) of the Disclosure Letter, whether or not set forth in such section of the Disclosure Letter, a “Material ContractsContract”): (i) any Contract under which the remaining amounts to be paid or received by any Acquired employment and consulting Contracts with current and former Company would reasonably be expected to exceed $1,500,000 in any twelve-month periodPersonnel, other than any Contract with another Acquired employment offer letters issued to Company Personnel on the Company’s standard form made available to document intercompany loans or arrangementsBuyer without material deviation; (ii) any collective bargaining agreements; (iii) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations in excess that limit the freedom of $200,000 owed by any Acquired the Company or the guarantee thereof; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit the ability of any Acquired Company Affiliate to compete in any line of business or geographic area; (iii) Contracts with or involving (A) any Person Seller or any Affiliate (other than the Company) of the Company or of any Seller or (B) any former holder of Company Capital Stock or any Affiliate (other than the Company) thereof; (iv) Contracts for the purchase or sale of products or the furnishing or receipt of services (other than employment) (A) calling for performance over a period of more than one year, (B) requiring or otherwise involving payment by or to the Company of more than an aggregate of US$[***], (C) in which the Company has granted “most favored nation” pricing provisions or marketing or distribution rights relating to any geographic area products or sales channelterritory or (D) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (v) Contracts for any joint venture, partnership, joint product development, strategic alliance or co-marketing arrangement; (vi) any Contract with a director, officer or employee of any Acquired Company Contracts under which such directorthe Company has borrowed (or may borrow) any money from, officer or employee is to be paid more than $350,000 per annumissued (or may issue) any note, bond, debenture or other evidence of Indebtedness to, any Person; (vii) Contracts involving any Contract with an unaffiliated third party with respect to mortgage or other Lien other than Permitted Liens upon any partnership, limited liability company, joint venture real property or similar arrangements, or any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subjectother assets; (viii) Contracts involving any Contract for the leaseresolution or settlement of any Action, sublease, sale, purchase investigation or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month perioddispute; (ix) any engagement letter or similar Contract with any broker, finder or investment banker; (x) all Contracts listed in Section 5.12(b)(i) of the Disclosure Letter; and (xi) any other Contracts involving future payments in excess of US$50,000 and not entered into in the Ordinary Course of Business. (b) Each Material Contract is in full force and effect, and is valid and binding and enforceable in accordance with its terms against the Company and, to the Company’s knowledge, the other parties thereto, subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and general principles of equity, and has been negotiated in good faith on an “arm’s length” transaction basis. A true, correct and complete copy of each written Material Contract and a true, correct and complete summary of each oral Material Contract have been made available to Buyer. There is no material violation, breach (including anticipatory breach) or default under any Material Contract by the Company or, to the knowledge of the Company, by any other party thereto, and no event has occurred or condition exists that provides for with the paymentlapse of time or the giving of notice or both would constitute a default thereunder by the Company or, increase to the knowledge of the Company, any other party thereto, and the Company has not received or vesting given notice of any benefits default or compensation claimed or purported or alleged default or state of facts which, with notice or lapse of time or both, would constitute a default on the part of any party in the performance or payment of any Material Contract. 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 the Material Contracts) 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 by this Agreement; or (x) any Contract that relates to any settlement of material disputes or material litigation, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which the Acquired Companies do not have any continuing material financial obligations or liabilitieshereby and thereby.

Contracts. (a) Schedule 3.11(aPart 3.9(a) of the Parent Company Disclosure Schedules sets forth, Schedule identifies each Company Contract that constitutes a Material Contract as of the date hereofof this Agreement. For purposes of this Agreement, a list each of the following Company Contracts shall be deemed to which any Acquired Company is constitute a party or by which their respective assets are bound (the “Material ContractsContract”):: (i) any Company Contract under which the remaining amounts to be paid or received by any Acquired Company would reasonably be expected to exceed $1,500,000 in any twelve-month period, (other than any Company Contract underlying any Company Stock Awards that is in the Company’s standard form) constituting a Company Employee Agreement pursuant to which the Company is or may become obligated to (A) make any severance, termination, or similar payment to any Company Associate or any spouse or heir of any Company Associate except for severance, termination or similar payments required by applicable Legal Requirements that do not exceed $300,000 per beneficiary, (B) make any bonus, deferred compensation or similar payment (other than payments constituting base salary, bonuses or commissions paid in the ordinary course of business consistent with another Acquired past practice) in excess of $300,000 to any Company to document intercompany loans Associate or arrangements(C) grant or accelerate the vesting of, or otherwise modify, any Company Stock Award; (ii) any collective bargaining agreementsCompany Contract that is a settlement, conciliation or similar agreement with any Governmental Body and pursuant to which (A) an Acquired Company will be required after the date of this Agreement to make any payments or (B) that contains material obligations or limitations on such Acquired Company’s conduct; (iii) all Contracts which relate any Company Contract (A) granting any covenant not to Indebtedness under which ▇▇▇ or otherwise limiting the freedom or right of an Acquired Company, in any Acquired material respect, to engage in any line of business, to make use of any material Company has outstanding obligations IP (or enforce any of its rights thereunder) or to compete with any other Person in excess any location or line of $200,000 owed business or (B) containing any “most favored nations” terms and conditions (including with respect to pricing) granted by any an Acquired Company or exclusivity obligations or restrictions or otherwise limiting the guarantee thereoffreedom or right of an Acquired Company to sell, distribute or manufacture any products or services or any technology or other assets to or for any other Person; (iv) all Contracts any Company Contract (A) under which aggregate payments in excess of $1,000,000 were made or required to be made by the Acquired Companies during the fiscal year ending December 31, 2016 or (B) that requires by its terms or is reasonably likely to require the payment or delivery of cash or other consideration by or to an Acquired Company in an amount having an expected value in excess of $1,000,000 in the fiscal year ending December 31, 2017 or in any fiscal year thereafter and cannot be cancelled by the Acquired Companies without penalty or further payment without more than 30 days’ notice; (v) any Company Contract that contains terms relating to (A) the pricing or reimbursement terms for any Key Product, (B) the marketing or distribution of any Key Product (for the avoidance of doubt, excluding any Contract solely in respect of courier services), or (C) the purchase from any Acquired Company of any Key Product; (vi) any Company Contract (or series of related Company Contracts) relating to any Indebtedness in excess of $250,000 (whether incurred, assumed, guaranteed or secured by any asset) of the Company or any Acquired Company or subjecting to any Encumbrance (other than Permitted Encumbrances) any right or other asset or property of any Acquired Company; (vii) any Company Contract constituting a joint venture, partnership, collaboration, limited liability corporation or other similar profit sharing arrangement; (viii) any Company Contract that requires or permits an Acquired Company, or any successor, to, or acquirer of an Acquired Company, to make any payment to another person as a result of the direct or indirect change of control of such Acquired Company as a result of the Transactions (a “Change of Control Payment”) or gives another Person a right to receive or elect to receive a Change of Control Payment; (ix) any Company Contract that prohibits the payment of dividends or distributions in respect of the capital stock of the Company or any Acquired Company, the pledging of the capital stock or other equity interests of the Company or any Acquired Company or prohibits the issuance of any guaranty by the Company or any Acquired Company; (x) any In-bound License and any Out-bound License; (xi) any Company Contract pursuant to which the Company has guaranteed continuing obligations or interests involving (A) “milestone” or other similar contingent payments, including upon the achievement of regulatory or commercial milestones which would result in a payment in excess of $500,000, or (B) payment of royalties or other amounts calculated based upon any Liability revenues or income of the Company, in each case that cannot be terminated by the Company without more than sixty (60) days’ notice and without payment or penalty; (xii) any other Company Contract that is currently in effect and has been filed (or is required to be filed) by the Company as an exhibit pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (xiii) any Company Contract with any Affiliate, director, executive officer (as such term is defined in the Exchange Act), holder of 5% or more of Company Common Stock or, to the knowledge of the Company, any of their Affiliates (other than the Company) or immediate family members of any of the foregoing (other than offer letters that can be terminated at will without severance obligations and Company Contracts evidencing Company Stock Awards); (xiv) any Company Contract for the lease or sublease of any material real property; (xv) any Company Contract that is a settlement, conciliation, or other similar agreement relating to any Legal Proceeding or threatened Legal Proceeding in respect of any Key Product; (xvi) any Company Contract that is a manufacturing or supply agreement for any Key Product, including any sole source supply agreements; (xvii) any Company Contract that primarily relates to the research, development, distribution, marketing, supply, collaboration, co-promotion or manufacturing of the Company’s product candidates CPP-1X or VTS-270, which, if terminated or not renewed, would reasonably be expected to have a material and adverse effect on the Company’s product candidate CPP-1X or VTS-270, as applicable; (xviii) any Company Contract since January 1, 2016 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) but excluding any material transfer agreements, clinical trial agreements and non-exclusive licenses granted in the ordinary course of business consistent with past practice; (xix) any Company Contract with any Governmental Body under which payments in excess of $250,000 were received by the Acquired Companies in the most recently completed fiscal year or under which payments in excess of such amount are reasonably expected to be made in the current or any future fiscal year; (xx) any Company Contract that provides for indemnification or guarantee of the obligations of any other Person (that would be material to the Acquired Companies, taken as a whole, other another Acquired Company) than any such Company Contracts entered into in excess the ordinary course of $150,000;business consistent with past practice; and (vxxi) all Contracts containing covenants any hedging, swap, derivative or similar Company Contract other than any Company Stock Award. (b) As of the date of this Agreement, the Company has either delivered or made by any available to Parent or Parent’s Representatives an accurate and complete copy of each Material Contract or has publicly made available such Material Contract in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. Neither the applicable Acquired Company that materially limit nor, to the knowledge of the Company, any other party thereto is in material breach of or purport to limit material default under any Material Contract and neither the ability of any applicable Acquired Company nor, to compete in the knowledge of the Company, any line other party thereto has taken or failed to take any action that with or without notice, lapse of business time or with both would constitute a material breach of or material default under any Person or in any geographic area or sales channel; (vi) any Material Contract. Each Material Contract with a directoris, officer or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annum; (vii) any Contract with an unaffiliated third party with respect to any partnership, limited liability company, joint venture or similar arrangements, or any shareholders, voting or similar Contract to which any the applicable Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subject; (viii) any Contract for the lease, sublease, sale, purchase or other occupancy right with respect to real property that is still in effect and, individuallyto the knowledge of the Company, could reasonably be expected to result any other party thereto, a valid agreement, binding and in payments full force and effect. To the knowledge of the Company, each Material Contract is enforceable by any the applicable Acquired Company in excess accordance with its terms, except as such enforceability may be limited by (i) laws of $250,000 in general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Since January 1, 2016 through the date of this Agreement, no Acquired Company has received any twelve-month period; (ix) written notice regarding any material violation, breach or default under any Material Contract that provides for has not since been cured. No Acquired Company has waived in writing any rights under any Material Contract, the paymentwaiver of which would have, increase either individually or vesting of any benefits or compensation in connection with the transactions contemplated by this Agreement; or (x) any Contract that relates to any settlement of material disputes or material litigationaggregate, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which the Acquired Companies do not have any continuing material financial obligations or liabilitiesa Material Adverse Effect.

Contracts. ​ (a) Schedule 3.11(aSection 4.8(a) of the Parent Company Disclosure Schedules sets forthLetter contains an accurate and complete list, as of the date of this Agreement, of all Contracts (other than any Company Benefit Plan) in effect as of the date hereof, a list of the following Contracts types to which the Company or any Acquired Company of its Subsidiaries is a party or by which their respective assets are bound (the “Company Material Contracts”): (i) any Contract under which that is filed by the remaining amounts Company as a material Contract pursuant to be paid or received by any Acquired Company would reasonably be expected to exceed $1,500,000 in any twelveItem 601(b)(10) of Regulation S-month periodK of the SEC, other than any Contract with another Acquired Company to document intercompany loans or arrangementsContracts described in Item 601(b)(10)(iii) of Regulation S-K; (ii) any collective bargaining agreementsContract that expressly imposes any restriction on the right or ability of the Company and its Subsidiaries, collectively, to compete with any other Person (or in any line of business, market or geographical area), other than any such Contracts that may be cancelled without material liability to the Company or any of its Subsidiaries upon notice of 90 days or less; (iii) all any Contract containing any (A) “most favored nation” or similar provisions, (B) exclusivity provisions or (C) rights of first refusal or first offer, other than any such Contracts which relate that may be cancelled without material liability to Indebtedness under the Company or any of its Subsidiaries upon notice of 90 days or less, (in each case, other than any agreement in which any Acquired Company has outstanding obligations in excess of $200,000 owed by any Acquired the foregoing provisions is solely for the benefit of the Company or the guarantee thereofany of its Subsidiaries); (iv) all Contracts under which any Acquired Contract that in the year ended December 31, 2022 was (or in the year ending December 31, 2023 is reasonably expected to be) one of the ten (10) largest sources of revenues for the Company has guaranteed any Liability and its Subsidiaries for the applicable year based on amounts paid or the obligations of any other Person (other another Acquired Company) in excess of $150,000payable; (v) all Contracts containing covenants made by any Acquired Company Contract that materially limit or purport to limit in the ability of any Acquired Company to compete in any line of business or with any Person year ended December 31, 2022 was (or in any geographic area the year ending December 31, 2023 is reasonably expected to be) one of the ten (10) largest sources of payment obligations for the Company and its Subsidiaries, based on amounts paid or sales channelpayable; (vi) any Contract with that involves a director, officer (A) revenue or employee of any Acquired Company profit sharing or similar agreement under which such directorthe Company or any of its Subsidiaries has outstanding commitments (other than any Company Benefit Plan) or (B) “minimum purchase” requirement, officer “take or employee is to be paid more than pay,” “ship or pay” or similar obligations, in each case with outstanding commitments in an amount in excess of $350,000 per annum50,000, in any calendar year; (vii) any Contract with an unaffiliated third party with respect relating to any partnership, limited liability company, joint venture indebtedness for borrowed money of (or similar arrangements, guarantees thereof by) the Company or any shareholdersof its Subsidiaries (other than any such indebtedness owed by the Company or any wholly owned Subsidiary of the Company to the Company or any wholly owned Subsidiary of the Company, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subjectand guarantees thereof); (viii) any Contract that provides for the lease, sublease, sale, acquisition or disposition of any assets (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) or business (whether by merger, sale of stock, sale of assets or otherwise) or capital stock ​ or other occupancy right equity interests of any Person, in each case, with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess material outstanding obligations as of $250,000 in any twelve-month periodthe date of this Agreement; (ix) any Contract that provides for the paymenteach partnership, increase joint venture or vesting of any benefits or compensation in connection with the transactions contemplated by this Agreement; orlimited liability company agreement; (x) any Contract that relates relating to any settlement Derivative Transaction; (xi) the Sealy Ranch Lease; (xii) each joint development agreement, exploration agreement, participation, farmout, farming or program agreement or similar Contract that either (A) requires the Company or any of its Subsidiaries to make expenditures from and after January 1, 2023 that would reasonably be expected to be in excess of Fifty Thousand Dollars ($50,000) in the aggregate or (B) is material disputes to the operation of the Company and its Subsidiaries, taken as a whole; (xiii) any Contract for the gathering, transportation, processing, treating or material litigationsale of Hydrocarbons, other than any such Contracts that may be cancelled without material liability to the Company or any of its Subsidiaries upon notice of 30 days or less; (xxiv) releases immaterial any Contract pursuant to which the Company or any of its Subsidiaries has an obligation to make an investment in nature or amountloan to any other Person (other than in or to any wholly owned Subsidiary of the Company); (xv) any Contract with any Governmental Authority, other than Contracts entered into in the ordinary course of business; and (yxvi) settlement agreements for cash only any Contract involving the settlement, conciliation or similar agreement of any Litigation or threatened Litigation (which has been paidA) with any Governmental Authority or (zB) settlement agreements under pursuant to which the Acquired Companies do Company or any of its Subsidiaries are party thereto and that restricts in any material respect the operations or conduct of the Company or any of its Subsidiaries after the date hereof. (b) Neither the Company nor any Subsidiary of the Company is in breach of or default under any Company Material Contract and, to the Knowledge of the Company, as of the date hereof, no other party to any Company Material Contract is in breach of or default under any Company Material Contract, and no event has occurred through the Company’s or any of its Subsidiaries’ action, that with notice or the lapse of time or both would constitute a breach of or default or result in the termination of or a right of termination or cancelation thereunder, accelerate the performance or obligations required thereby, or result in the loss of any benefit under any Company Material Contract, in each case except as would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Company Material Contract (i) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the Knowledge of the Company, of each other party thereto, and (ii) is in full force and effect, subject to the Enforceability Exceptions, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any continuing material financial obligations of its Subsidiaries has received any written notice of any other party to a Company Material Contract to terminate for default, ​ convenience or liabilitiesotherwise, or not renew, any Company Material Contract, in each case, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) The Company has made available to Parent all joint operating agreements in effect as of the date hereof, to which the Company or any of its Subsidiaries is a party or bound (collectively, the “Joint Operating Agreements”).

Contracts. (a) Schedule 3.11(aOther than those Contracts entered into with customers or suppliers in the ordinary course of business and those Contracts set out in the list contained in Section 5.26(a) of the Parent Buyer’s Disclosure Schedules sets forthSchedules, which are in effect as of the date hereofof this Agreement, a list none of the following Contracts to which Buyer Ultimate Parent or any Acquired Company of its Controlled Affiliates is a party bound by or by which their respective assets are bound (the “Material Contracts”):subject to: (i) any Contract under which the remaining amounts to be paid or received by any Acquired Company would reasonably be expected to exceed $1,500,000 in any twelve-month periodContract, other than a Buyer Benefit and Compensation Arrangement, that is reasonably expected to provide for payments to, or provide for payments from, Buyer Ultimate Parent or any Contract with another Acquired Company to document intercompany loans or arrangementsof its Controlled Affiliates, in excess of $10,000,000; (ii) any collective bargaining agreementsContract prohibiting or materially restricting the ability of any of by Buyer Ultimate Parent or any of its Controlled Affiliates to conduct its business, to engage in any business or operate in any geographical area or to compete with any Person; (iii) all Contracts which relate any Contract for any joint venture, strategic alliance, partnership or similar arrangement involving a sharing of profits or expenses or payments based on revenues, profits, or assets under management of Buyer Ultimate Parent or any of its Controlled Affiliates that is reasonably expected to Indebtedness under which account for revenue to Buyer Ultimate Parent or any Acquired Company has outstanding obligations of its Controlled Affiliates in excess of $200,000 owed by any Acquired Company 10,000,000 on an annual (or the guarantee thereofannualized) basis or that would reasonably be expected to be material to Buyer Ultimate Parent and its Controlled Affiliates, taken as a whole; (iv) all Contracts under which any Acquired Company has guaranteed Contract relating to any Liability Indebtedness of Buyer Ultimate Parent or the obligations any of any other Person (other another Acquired Company) its Controlled Affiliates in an amount in excess of $150,00010,000,000, other than: (A) any Indebtedness solely between Buyer Ultimate Parent or any of its Controlled Affiliates; or (B) any Indebtedness for which none of Buyer Ultimate Parent nor any of its Controlled Affiliates will be liable following the Closing; (v) all Contracts containing covenants made by any Acquired Company that materially limit Contract under which (A) any Person has directly or purport to limit the ability indirectly guaranteed or assumed Indebtedness, liabilities or obligations of any Acquired Company of Buyer Ultimate Parent or any of its Controlled Affiliates that would reasonably be expected to compete in be material to Buyer Ultimate Parent and its Controlled Affiliates, taken as a whole, or (B) Buyer Ultimate Parent or any line of business its Controlled Affiliates has directly or with indirectly guaranteed or otherwise agreed to be responsible for Indebtedness or liabilities of any Person (other than any of Buyer Ultimate Parent or any of its Controlled Affiliates) in any geographic area or sales channeleach case in excess of $10,000,000; (vi) any Contract with a director, officer that provides for earn-outs or employee other similar contingent obligations that would reasonably be expected to result in annual payments of any Acquired Company under which such director, officer $10,000,000 or employee is to be paid more than $350,000 per annum;more; and (vii) any Contract with an unaffiliated third party with respect to any partnershipentered into since January 1, limited liability company, joint venture 2007 for the acquisition or similar arrangementsdisposition of a Person or a division of a Person, or the acquisition or sale of any shareholdersassets comprising a business or going concern. (b) Buyer Ultimate Parent has made available to Seller Parent prior to the date of this Agreement a complete and correct copy of each written Contract described in Section 5.26(a) above (the “Buyer Specified Contracts”) and accurate and complete descriptions of all material terms of each oral Buyer Specified Contract, voting including all material amendments, modifications and supplements thereto as in effect on the date of this Agreement. Each Buyer Specified Contract is in full force and effect, and is valid and binding on Buyer Ultimate Parent or similar Contract to which any Acquired Company of its Controlled Affiliates that is a partyparty thereto, by and, to the Knowledge of the Buyer Parties, on each other party thereto. There exists no breach or default of any Buyer Specified Contract on the part of any of Buyer Ultimate Parent or any of its Controlled Affiliates which (with or without notice or lapse of time or both) would, individually or in the aggregate, have a Buyer Material Adverse Effect. No Buyer Party has received any Acquired Company is bound written notice of an intention to terminate, not to renew or to which any Acquired Company is subject; (viii) any Contract for challenge the lease, sublease, sale, purchase validity or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month period; (ix) any Contract that provides for the payment, increase or vesting enforceability of any benefits Buyer Specified Contract, the termination, failure to renew or compensation challenge of which would, individually or in connection with the transactions contemplated by this Agreement; or (x) any Contract that relates to any settlement of material disputes or material litigationaggregate, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which the Acquired Companies do not have any continuing material financial obligations or liabilitiesa Buyer Material Adverse Effect.

Contracts. (a) Schedule 3.11(aSection 3.10(a) of the Parent Company Disclosure Schedules sets forthSchedule identifies each Contract to which any Acquired Company is a party, or by which it is bound, that constitutes a Material Contract as of the date hereofof this Agreement and identifies, a list with respect to each Material Contract, the clause of Section 3.10(a) to which it applies. For purposes of this Agreement, each of the following Contracts to which any Acquired Company is a party or by which their respective assets are it is bound as of the date of this Agreement (other than nondisclosure agreements entered into (x) in the ordinary course of business consistent with past practice or (y) in connection with discussions, negotiations and transactions related to this Agreement or other potential strategic transactions) constitutes a “Material ContractsContract”):: (i) any Contract under that is a settlement, conciliation or similar agreement with or approved by any Governmental Body and pursuant to which the remaining amounts to be paid or received by (A) any Acquired Company would reasonably will be expected required after the date of this Agreement to exceed $1,500,000 in pay any twelve-month period, other than monetary obligations or (B) that contains material obligations or limitations on any Contract with another Acquired Company to document intercompany loans or arrangementsCompany’s conduct; (ii) any collective bargaining agreements; Contract (iiiA) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations in excess of $200,000 owed by any Acquired Company materially limiting the freedom or the guarantee thereof; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit the ability right of any Acquired Company to compete engage in any line of business or to compete with any other Person or in any geographic area location or sales channelline of business, (B) containing any “most favored nations” terms and conditions (including with respect to pricing) granted by any Acquired Company, or (C) containing exclusivity obligations or otherwise materially limiting the freedom or right of any Acquired Company to sell, distribute or manufacture any products or services for any other Person; (iii) any Contract that requires by its terms or is reasonably expected to require the payment or delivery of cash or other consideration to any Acquired Company in an amount having a value in excess of $4,000,000 in the fiscal year ending December 31, 2019, or by any Acquired Company in an amount having a value in excess of $4,000,000 in the fiscal year ending December 31, 2019, and in each case (A) that cannot be cancelled by such Acquired Company without penalty or further payment without more than sixty (60) days’ notice and (B) excluding commercially available off-the-shelf software licenses and Software-as-a-Service offerings, generally available patent license agreements, material transfer agreements, clinical trial agreements and non-exclusive outbound license agreements (in each case, entered into in the ordinary course of business); (iv) any material distribution, wholesale, third-party logistics, pharmacy benefit manager or payer Contract; (v) any Contract relating to Indebtedness in excess of $500,000 (whether incurred, assumed, guaranteed or secured by any asset) of any Acquired Company; (vi) any Contract with any Person constituting a directormaterial joint venture, officer collaboration, partnership or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annumsimilar profit sharing arrangement; (vii) any Contract with an unaffiliated third party with respect to that by its express terms requires any partnership, limited liability company, joint venture or similar arrangementsAcquired Company, or any shareholderssuccessor to, voting or similar Contract acquirer of, any Acquired Company, to which make any payment to another Person as a result of a change of control of any Acquired Company is (a party, by which any Acquired Company is bound “Change of Control Payment”) or gives another Person a right to which any Acquired Company is subjectreceive or elect to receive a Change of Control Payment; (viii) any Contract for that prohibits the leasedeclaration or payment of dividends or distributions in respect of the capital stock of any Acquired Company, sublease, sale, purchase the pledging of the capital stock or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments equity interest of any Acquired Company or the issuance of any guaranty by any Acquired Company in excess of $250,000 in any twelve-month periodCompany; (ix) any Contract that provides for the payment, increase or vesting of any benefits or compensation in connection with the transactions contemplated by this Agreement; or(A) In-bound License and (B) Out-bound License; (x) any Contract pursuant to which any Acquired Company has continuing obligations or interests involving (A) “milestone” or other similar contingent payments, including upon the achievement of regulatory or commercial milestones which would result in a payment in excess of $2,000,000, or (B) payment of royalties or other amounts calculated based upon any revenues or income of any Acquired Company, in each case that cannot be terminated by such Acquired Company without penalty without more than sixty (60) days’ notice; (xi) each Contract for the acquisition or divestiture of a business or of material assets that contains continuing representations, covenants, indemnities or other obligations (including “earn out” or other contingent payment obligations), but excluding any material transfer agreements, clinical trial agreements and non-exclusive licenses, in each case, that were entered into in the ordinary course of business; (xii) any Contract that relates to any settlement swap, forward, futures, or other similar derivative transaction with a notional value in excess of $500,000; (xiii) any Contract between any Acquired Company and any Governmental Body; (xiv) any Contract for material disputes Leased Real Property; (xv) any other Contract that is currently in effect and has been filed (or is required to be filed) by the Company as an exhibit pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; and (xvi) any Contract (A) with any Affiliate, director, executive officer (as such term is defined in the Exchange Act), Person holding 5% or more of the Shares, or, to the knowledge of the Company, any Affiliate (other than the Company) or immediate family member of any of the foregoing or (B) in which any of the foregoing Persons has a direct or indirect material financial interest. (b) The Company has either delivered or made available to Parent an accurate and complete copy of each Material Contract or has publicly filed each Material Contract in the Electronic Data Gathering, Analysis and Retrieval (E▇▇▇▇) database of the SEC. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) no Acquired Company nor, to the knowledge of the Company, any other party is in material breach of, or material litigationdefault under, any Material Contract and no Acquired Company nor to the knowledge of the Company, any other than party to a Material Contract has taken or failed to take any action that with or without notice, lapse of time or both would constitute a material breach of or material default under any Material Contract; (xii) releases immaterial in nature or amounteach Material Contract is, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which with respect to the Acquired Companies do party thereto and, to the knowledge of the Company, each other party thereto, a valid and binding agreement in full force and effect, enforceable in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles; and (iii) since January 1, 2019 through the date of this Agreement, no Acquired Company has received or delivered any notice regarding any violation or breach or default under any Material Contract that has not have any continuing material financial obligations or liabilitiessince been cured.

Contracts. (a) Schedule 3.11(aSection 4.12(a) of the Parent Seller Disclosure Schedules sets forthLetter contains a list (or, as applicable, contains a cross-reference to another Section of the date hereofSeller Disclosure Letter that lists), a list organized according to each subsection of this Section 4.12(a) which applies to such Contract, of each of the following Transferred Contracts (other than Real Property Leases, Benefit Plans or Employment Agreements) (the contracts listed on Section 4.12(a) of the Seller Disclosure Letter together with contracts of the type described in subclauses (i)-(xiii) entered into after the date hereof and prior to which any Acquired Company is a party or by which their respective assets the Closing Date are bound (collectively referred to herein as the “Material Contracts”): (i) any Contract under which the remaining amounts to be paid that is required by its terms or received by any Acquired Company would reasonably be is currently expected to exceed result in the payment or receipt by the Business of more than $1,500,000 1,000,000 in the current fiscal year or in any twelveone-month periodyear period over its remaining term, other than any Contract purchase orders entered into in the ordinary course of business consistent with another Acquired Company to document intercompany loans or arrangementspast practice; (ii) any collective bargaining agreementsContract entered into with (x) an Affiliate, officer or director of Seller or any of its Subsidiaries or of any Transferred Entity or (y) any entity controlled by an officer or director of Seller or any of its Subsidiaries or of any Transferred Entity; (iii) all Contracts any Contract that restricts the Business from competing with any Person or engaging in any line of business or activity in any geographic region in which relate the Business operates, other than any such restrictions that are not and would not reasonably be expected to Indebtedness under which any Acquired Company has outstanding obligations in excess of $200,000 owed by any Acquired Company or be material to the guarantee thereofBusiness, taken as a whole; (iv) all Contracts under any Contract entered into with the customers or suppliers of the Business listed on Section 4.17 and 4.18 of the Seller Disclosure Letter pursuant to which any Acquired Company the Business has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000granted exclusive rights to such Person; (v) all Contracts containing covenants made by pursuant to which Seller, its Subsidiaries or any Acquired Company Transferred Entity receives or grants a license to material Intellectual Property from or to any other Person (other than licenses and subscriptions for Software obtained from a third party (A) on general commercial terms and that materially limit continues to be widely available on such commercial terms), (B) that is not distributed with or purport to limit the ability of any Acquired Company to compete incorporated in any line Product, (C) that is used for business infrastructure or other internal purposes and (D) was licensed for fixed payments of business less than fifty thousand dollars ($50,000) in the aggregate or with any Person or in any geographic area or sales channelannual payments of less than fifty thousand dollars ($50,000) per year) (each, an “IP License”); (vi) any joint venture, limited liability company or partnership Contract with any third-party involving a directorsharing of profits, officer revenue or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annumexpenses; (vii) any Contract with evidencing an unaffiliated third party with respect outstanding loan, advance or investment by the Business to or in any partnership, limited liability company, joint venture or similar arrangementsPerson, or guarantee by the Business of the obligations of any shareholdersPerson in respect of any Liability of such Person, voting or similar Contract including letters of credit and surety bonds, other than Contracts that will be terminated pursuant to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subjectand in accordance with Section 6.07(b); (viii) any Contract for the lease, sublease, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company make capital expenditures in excess of $250,000 in any twelve-month period1,000,000; (ix) any Contract that provides providing for the payment, increase or vesting grant to any third-party of any benefits right of first refusal or compensation in connection with other similar rights to purchase any of the transactions contemplated by this Agreement; orBusiness’ assets, properties or businesses; (x) any Contract that relates entered into with the customers or suppliers of the Business listed on Section 4.17 and 4.18 of the Seller Disclosure Letter and containing any requirement to grant “most favored nation” pricing or terms in favor of such Person; (xi) any settlement Contract providing for on-going indemnification obligations as of material disputes or material litigation, the date of this Agreement by the Business other than (x) releases immaterial in nature respect of the performance of its obligations under Contracts or amountother arrangements to which it is a party for goods or services furnished by or to it, (y) settlement agreements except for cash only (which has been paid) or (z) settlement agreements any such agreement under which the Acquired Companies do aggregate remaining liability of the Business for indemnification obligations thereunder does not exceed, in the absence of the breach of the Business’ other covenants and agreements under such agreement, $500,000; (xii) any Contracts entered into with the customers or suppliers of the Business listed on Section 4.17 and 4.18 of the Seller Disclosure Letter that require the Business to purchase its total requirements of any product or service from such Person, that contain “take or pay” provisions or that contain minimum purchase requirements; (xiii) any Contract which involves the sale, transfer or acquisition of any business to or by any third party that was entered into since May 21, 2015 and that contains any material continuing obligations of Seller or any of its Subsidiaries; and (xiv) any Contract with any employee leasing or staffing company by which such employee leasing or staffing company’s employees or contractors provide services to the Business. (b) Section 4.12(b) of the Seller Disclosure Letter sets forth a complete and correct list, as of the date hereof, of each Contract pursuant to which Seller or any of its Subsidiaries (other than a Transferred Entity) is a party that is used or held for use in, but not exclusively, or that arises out of, but not exclusively, the Business and pursuant to which the Business obtains any material services, assets or benefits other than the Overhead and Shared Services, the Seller Policies and those Contracts entered into in connection with, as contemplated by or otherwise related to the Overhead and Shared Services or Business Benefit Plans (the “Shared Contracts”). (c) Except for terminations in accordance with the terms of such Material Contracts after the date hereof, each Material Contract is a legal, valid and binding obligation of Seller or one of its Subsidiaries, enforceable against such Person in accordance with its terms and, to Seller’s Knowledge, each other party thereto, and is in full force and effect subject in all cases to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at Law, except for such failures to be a legal, valid and binding obligation, enforceable, or in full force and effect that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Seller has made available to Purchaser a complete and correct copy of each written Material Contract, in each case, as amended, supplemented or otherwise modified through (and including) the date of this Agreement. (d) As of the date hereof, none of Seller, any Subsidiary of Seller, or to Seller’s Knowledge, any other party to any Material Contract has exercised any termination rights or indicated to Seller either orally or in writing such party’s intent to terminate such Material Contract, in each case other than any termination at the end of such Material Contract’s term in accordance with its terms. (e) Neither Seller nor any of its Subsidiaries is in breach or default under any Material Contract and, to the Knowledge of Seller, no other party to any such Material Contract is in breach or default thereunder, and to Seller’s Knowledge no event or condition has occurred and is continuing material financial obligations that constitutes or liabilitieswould constitute (with or without notice or lapse of time or both), a breach or default on the part of Seller or any of its Subsidiaries, or any other party to such Material Contract, nor has Seller or any of its Subsidiaries received any notice of any such breach, default, event or condition, except, in each case, for any such breach, default, event or condition that individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.

Contracts. (a) Schedule 3.11(a) Other than Contracts that are reasonably expected to expire prior to the Closing without any liability on the part of the Parent Disclosure Schedules sets forthCompany or any Acquired Company, as of the date hereofSchedule 3.7 constitutes a true, a correct and complete list of the following Contracts relating to the Business to which any Acquired Company is a party or by which their respective any of its assets are relating to the Business is bound (each Contract so listed or required to be so listed being a “Major Contract”) and each Major Contract is listed under a heading in Schedule 3.7 that corresponds with the “Material Contracts”):applicable clause among the following to which such Major Contract relates: (i1) each Contract regarding any employment, severance or change-of-control (excluding the Company’s standard forms of offer letter and separation agreement used in the Ordinary Course of Business) (each such contract indicated on Schedule 3.7 as such is an “Executive Employment Agreement”); (2) each covenant not to compete that restricts in any respect the operation of the Business as presently conducted; (3) each operating lease (as lessor or lessee) of tangible personal property; (4) each Contract to pay or receive any royalty or license fee or to license (either as licensor or licensee) any material Intellectual Property (other than any non-exclusive license for the use of any commercially available off-the-shelf software which was entered into in the Ordinary Course of Business of the Acquired Company); (5) each Contract under which regarding any management, personal service or consulting or other similar type of Contract involving payments in excess of $100,000 in any calendar year (other than those that are or on the remaining amounts Closing Date will be terminable at will or upon not more than 30 days’ notice by the applicable Acquired Company without any Liability to be paid or received the applicable Acquired Company, except Liability with respect to services rendered before the termination thereof); (6) each Contract for the purchase by any Acquired Company would reasonably of any supply or product (except those entered into in the Ordinary Course of Business on an order-by-order basis where the amount thereof is less than $100,000 per Contract); (7) each mortgage agreement, deed of trust, security agreement, purchase money agreement, conditional sales contract, capital lease or other similar Contract created or assumed by, or permitted to be expected created by written document made or accepted by, any Acquired Company or any sale-leaseback arrangement pertaining to exceed $1,500,000 in any twelve-month period, real property or to equipment (other than any purchase money agreement, conditional sales contract, capital lease or other similar Contract with another Acquired Company to document intercompany loans or arrangementsevidencing Encumbrances only on tangible personal property under which there exists an aggregate future Liability less than $100,000 per Contract); (ii8) each Contract under which any Acquired Company is obligated to repay or has guaranteed any outstanding Indebtedness for borrowed money or remains obligated to lend to or make any investment in (in the form of a loan, capital contribution or otherwise) any collective bargaining agreementsother Person; (iii9) all Contracts which relate to Indebtedness each Contract under which any Acquired Company has advanced or loaned money to any other Person; (10) each outstanding obligations in excess power of $200,000 owed attorney with respect to any Acquired Company; (11) each lease or sublease (whether as lessor or lessee) for the use or occupancy of real property by any Acquired Company or the guarantee thereofCompany; (iv12) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit the ability of each Contract requiring any Acquired Company to compete in reimburse any line maker of business a letter of credit or with any Person or in any geographic area or sales channelbanker’s acceptance; (vi13) any Contract with a director, officer or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annum; (vii) any Contract with an unaffiliated third party with respect to any each partnership, limited liability company, joint venture or similar arrangementsContract of any Acquired Company; (14) each Contract, other than any Contract of a nature described in clause (1) or (5) above, with any shareholders, voting or similar Contract to which Affiliate of (A) any Acquired Company or (B) any officer, director, governor or manager of (or any person holding a similar position with) any Acquired Company; (15) each Contract with any distributor or broker of any product or service offered by any Acquired Company; (16) each Contract containing any form of most-favored pricing provision in favor of any supplier or customer of any Acquired Company; (17) other Contract that is material to any Acquired Company; and (18) each other Contract not entered into in the Ordinary Course of Business of any Acquired Company. (b) The Company has made available to Buyer a partytrue, correct and complete copy of each Major Contract and copies of the Company’s standard form of offer letter. With respect to each Major Contract, (1) such Major Contract is legal, valid and binding, in full force and effect and enforceable (except to the extent enforceability may be limited by which any Enforcement Limitation) in accordance with its terms against the Applicable Acquired Company and, to the Knowledge of the Company, against each other party thereto, (2) the Applicable Acquired Company is bound not and, to the Knowledge of the Company, no other party thereto is in material breach of or default under such Major Contract and no party thereto has given to any other party thereto written notice alleging that such a breach or default occurred, (3) to the Knowledge of the Company, no event has occurred that (with or without the passage of time or giving of notice) would constitute a material breach or default of, or permit termination, modification, acceleration or cancellation of, such Major Contract or of any material right or Liability thereunder, (4) the Company has not waived any material right under such Major Contract, (5) no party to such Major Contract has terminated, modified, accelerated or canceled such Major Contract or any material right or Liability thereunder or communicated in writing such party’s desire or intent to do so, (6) the Company has not received any prepayment under such Major Contract for any service that has not been fully performed or good that has not been supplied (other than as is fully reflected in the financial records of the Company and will be included within the calculation of the Final Net Book Value Amount) and (7) if the parties to such Major Contract are performing under terms that have expired by the express terms of such Major Contract, then Schedule 3.7 identifies such expiration and describes the material terms under which any Acquired Company is subject;such parties continue to perform. (viiic) In the case of each value added reseller agreement and original equipment manufacturer agreement, Schedule 3.7 indicates in each instance any Contract for such Contracts which materially deviate from one of the leaseCompany’s standard value added reseller agreements and standard original equipment manufacturer agreement. Aside from such descriptions on Schedule 3.7, sublease, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month period; (ix) any Contract that provides for each value added reseller agreement and original equipment manufacturer agreement does not materially deviate from the payment, increase or vesting of any benefits or compensation in connection with the transactions contemplated by this Agreement; or (x) any Contract that relates to any settlement of material disputes or material litigation, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which the Acquired Companies do not have any continuing material financial obligations or liabilitiesCompany’s standard value added reseller agreement and standard original equipment manufacturer agreements.

Contracts. (a) Schedule 3.11(aSection 2.9(a) of the Parent Company Disclosure Schedules sets forthSchedule identifies each Contract to which any Acquired Corporation is a party, or by which it is bound, that constitutes a Material Contract as of the date hereofof this Agreement and identifies, a list with respect to each Material Contract, the clause of this Section 2.9(a) to which it applies. For purposes of this Agreement, each of the following Contracts (excluding any Employee Plan) to which any Acquired Company Corporation is a party or by which their respective assets are it is bound (as of the date of this Agreement constitutes a “Material ContractsContract”):: (i) any Contract under which the remaining amounts to be paid that is a settlement, conciliation or received by similar agreement between any Acquired Company would reasonably Corporation and any Governmental Body and pursuant to which (A) an Acquired Corporation will be expected required after the date of this Agreement to exceed $1,500,000 in pay any twelve-month period, other than any Contract with another monetary obligations or (B) that contains material obligations or limitations on such Acquired Company to document intercompany loans or arrangementsCorporation’s conduct; (ii) any collective bargaining agreements; (iii) all Contracts which relate to Indebtedness under which Contract between any Acquired Company has outstanding obligations in excess of $200,000 owed by Corporation and any Acquired Company or the guarantee thereof; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other third Person (other another Acquired CompanyA) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit limiting the freedom or purport to limit the ability right of any Acquired Company Corporation to compete engage in any line of business or to compete with any other Person or in any geographic area location or sales channelline of business, (B) containing any “most favored nations” terms and conditions (including with respect to pricing) granted by any Acquired Corporation, or (C) containing exclusivity obligations or otherwise materially limiting the freedom or right of any Acquired Corporation to sell, distribute or manufacture any products or services for any other Person; (iii) any Contract that requires by its terms or is reasonably expected to require the payment or delivery of cash or other consideration (A) to any Acquired Corporation in an amount having an expected value in excess of $250,000 in the fiscal year ending December 31, 2023 or (B) by any Acquired Corporation in an amount having an expected value in excess of $1,000,000 in the fiscal year ending December 31, 2023, and in each case (y) which cannot be cancelled by such Acquired Corporation without penalty or further payment without more than ninety (90) days’ notice and (z) excluding commercially available off-the-shelf software licenses and Software-as-a-Service offerings, generally available patent license agreements, material transfer agreements, clinical trial agreements and non-exclusive outbound license agreements (in each case, entered into in the ordinary course of business); (iv) any Contract relating to Indebtedness of any Acquired Corporation in an aggregate principal amount in excess of $100,000 (whether incurred, assumed, guaranteed or secured by any asset); (v) any Contract between an Acquired Corporation and a third Person (A) for the disposition of any material assets or business of the Acquired Corporations or (B) for the acquisition of a material portion of the assets or business of any third Person (whether by merger, sale of stock or assets or otherwise), in each case (A) or (B) that contains continuing indemnities or other material obligations or any continuing royalties or other amounts calculated based upon any revenues or income of the Company or any “earn out”, “milestone” or other contingent payment obligations on the part of an Acquired Corporation; (vi) any Contract with a director, officer or employee of between any Acquired Company under which such directorCorporation and any third Person constituting a material joint venture, officer collaboration, partnership or employee is to be paid more than $350,000 per annumsimilar profit or revenue sharing arrangement; (vii) any Contract with that by its express terms requires an unaffiliated third party with respect to any partnership, limited liability company, joint venture or similar arrangementsAcquired Corporation, or any shareholderssuccessor to, voting or similar Contract acquirer of, an Acquired Corporation, to which make any payment to another Person as a result of a change of control of such Acquired Company is Corporation (a party, by which any Acquired Company is bound “Change of Control Payment”) or gives another Person a right to which any Acquired Company is subjectreceive or elect to receive a Change of Control Payment; (viii) any Contract for that prohibits the leasedeclaration or payment of dividends or distributions in respect of the capital stock of an Acquired Corporation, sublease, sale, purchase the pledging of the capital stock or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments equity interests of an Acquired Corporation or the issuance of any guaranty by any an Acquired Company in excess of $250,000 in any twelve-month periodCorporation; (ix) any Contract that provides for the payment, increase or vesting of any benefits or compensation in connection with the transactions contemplated by this Agreement; or(A) In-bound License and (B) Out-bound License; (x) any Government Contract; (xi) any Contract that relates to the research, development, distribution, marketing, supply, license, collaboration, co-promotion or manufacturing of the Product Candidates, which if terminated or not renewed, would reasonably be expected to have a material and adverse effect on the Product Candidates; (xii) any Contract for the lease or sublease of any real property; (xiii) any Contract that relates to any settlement swap, forward, futures, or other similar derivative transactions; (xiv) any other Contract that is currently in effect and has been filed (or is required to be filed) by the Company as an exhibit pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; and (xv) any Contract (A) with any Affiliate (other than another Acquired Corporation), director, executive officer (as such term is defined in the Exchange Act), Person holding 5% or more of the Shares, or, to the knowledge of the Company, any Affiliate (other than another Acquired Corporation) or immediate family member of any of the foregoing or (B) in which any of the foregoing Persons has a direct or indirect material disputes financial interest. (b) As of the date of this Agreement, the Company has either delivered or made available to Parent an accurate, unredacted and complete copy of each Material Contract or has publicly made available such Material Contract in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. No Acquired Corporation nor, to the knowledge of the Company, any other party thereto is in material breach of, or material litigationdefault under, any Material Contract and no Acquired Corporation, or to the knowledge of the Company, any other party to a Material Contract has taken or failed to take any action that with or without notice, lapse of time or both would constitute a material breach of or material default under any Material Contract. Each Material Contract is, with respect to the Acquired Corporations and, to the knowledge of the Company, each other party thereto, a valid and binding agreement in full force and effect, enforceable in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Since the Applicable Date, (i) the Acquired Corporations have not received or delivered any written notice regarding any material violation or breach or default under any Material Contract that has not since been cured, and (ii) no Acquired Corporation has waived in writing any material rights under any Material Contract. (c) As of the date of the Agreement, there are no transactions, arrangements or Contracts between any of the Acquired Corporations, on the one hand, and its Affiliates (other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paidits wholly owned Subsidiaries) or (z) settlement agreements other Persons, on the other hand, that would be required to be disclosed under which Item 404 of Regulation S-K under the Acquired Companies do not have any continuing material financial obligations or liabilitiesSecurities Act.

Contracts. (a) Schedule 3.11(aSection 3.10(a) of the Parent Disclosure Schedules sets forthSchedule lists the following Contracts, in effect as of the date hereofof this Agreement, to which any Seller is a party that is Principally Related to the Outlet Business (each Contract so listed and each Real Property Lease is a “Major Contract”): (1) each employment agreement (other than those that are terminable at will by any Seller without any Liability or other obligation to any Seller, except any Liability or other obligation with respect to services rendered before the termination thereof); (2) each covenant not to compete that restricts the Outlet Business as presently conducted; (3) each operating lease (as lessor or lessee) of tangible personal property (other than any such lease calling for payments of less than $10,000 per 12-month period); (4) each Contract to pay or receive any royalty or license fee or to license (either as licensor or licensee) any Intellectual Property (other than any (A) license with any Seller or any Affiliate of any Seller, but no other Person, that terminates at the Effective Time, (B) license for Intellectual Property embedded in any equipment or fixture, (C) non-exclusive implied license of Intellectual Property or (D) non-exclusive license for the use of any commercially available off-the-shelf software); (5) each Contract regarding any management, personal service or consulting or other similar type of Contract under which there exists aggregate future payments in excess of $10,000 per Contract (other than those (A) that are terminable at will or upon not more than 90 days’ notice by any Seller without any Liability or other obligation to any Seller, except any Liability or other obligation with respect to services rendered before the termination thereof, or (B) entered into in connection with a license); (6) each Contract for the purchase by any Seller of any supply or product that calls for performance over a period of more than 12 months (other than those that are terminable at will or upon not more than 90 days’ notice by any Seller without any Liability or other obligation to any Seller, except any Liability or other obligation with respect to any supply or product purchased before the termination thereof); (7) each mortgage agreement, deed of trust, security agreement, purchase money agreement, conditional sales contract or capital lease created or assumed by, or permitted to be created by written document made or accepted by, any Seller (other than any (A) purchase money agreement, conditional sales contract or capital lease evidencing any Encumbrance only on tangible personal property under which there exists aggregate future payments less than $10,000 per Contract or (B) protective filing of any financing statement under the Uniform Commercial Code); (8) each Contract under which any Seller is obligated to repay or has guaranteed any outstanding indebtedness for borrowed money or remains obligated to lend to or make any investment in (in the form of a loan, capital contribution or otherwise) any other Person, other than any other Seller; (9) each Contract under which any Seller has advanced or loaned any other Person, other than any other Seller, outstanding amounts in the aggregate for such Person exceeding $10,000; (10) each outstanding power of attorney with respect to any Seller (other than those entered into in its Ordinary Course of Business in connection with any Intellectual Property or Tax matter); (11) each Contract with any distributor or broker of any product or service offered by any Seller; (12) each Contract for any advertising or promotional service or website design or hosting; (13) each Contract for the sale of any product or service offered by any Seller that calls for performance over a period of more than six months (other than those that are terminable at will or upon not more than 90 days’ notice by any Seller without any Liability or other obligation to any Seller except any Liability or other obligation with respect to products or services ordered before the termination thereof); (14) agreements of any Seller for mergers, consolidations or reorganizations or for the purchase or sale of material assets (other than in its Ordinary Course of Business) or all or substantially all of a Person’s business and assets; (15) each Contract with finders, brokers or underwriters (other than under which Buyer will have no obligation); and (16) each other Contract not entered into in the Ordinary Course of Business of the applicable Seller (other than any Contract calling for payments by or to any Seller of less than $10,000 per 12-month period). (b) Exhibit 1.1(a)(1) sets forth a true and complete list of the following all Contracts to which any Acquired Company Seller is a party or by which their respective assets are bound (that is Principally Related to the “Material Contracts”): (i) any Contract under which the remaining amounts to be paid or received by any Acquired Company would reasonably be expected to exceed $1,500,000 in any twelve-month periodOutlet Business, other than any Contract with another Acquired Company to document intercompany loans Excluded Contracts and Contracts that are terminable at will or arrangements; (ii) any collective bargaining agreements; (iii) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations in excess of $200,000 owed upon not more than 90 days’ notice by any Acquired Company or the guarantee thereof; (iv) all Contracts under which any Acquired Company has guaranteed applicable Seller without any Liability or other obligation of such Seller (other than with respect to actions before the obligations termination thereof) or which involve aggregate future payments of less than $10,000 (and other than any (A) license with any Seller or any Affiliate of any Seller, but no other Person Person, that terminates at the Effective Time, (other another Acquired CompanyB) license for Intellectual Property embedded in any equipment or fixture, (C) non-exclusive implied license of Intellectual Property (D) non-exclusive license for the use of any commercially available off-the-shelf software or (E) order described in Section 1.1(a)(1)(iv)). Sellers have made available to Buyer a true, correct and complete copy of each such Contract required to be so listed (or, to the extent that such an Assumed Contract is oral, an accurate summary thereof). With respect to each Major Contract (and with the following assuming that each Consent has been obtained, which, for any Consent that is a filing or notice, means the making of such filing or notice), (1) such Major Contract is legal, valid and binding, in full force and effect and enforceable (except to the extent enforceability may be limited by any Enforceability Limitation) in excess accordance with its terms against the Seller that is a party thereto and, to such Seller’s Knowledge, against each other party thereto, (2) such Seller is not and, to such Seller’s Knowledge, no other party thereto is in material breach of $150,000; or default under such Major Contract, (v3) all Contracts containing covenants made by any Acquired Company no event, occurrence or condition exists or has occurred that materially limit (with or purport to limit without the ability passage of time or giving of notice) would constitute a material breach or default of, or permit termination, modification, acceleration or cancellation of, such Major Contract or of any Acquired Company material right, Liability or other obligation thereunder, (4) such Seller has not waived any material right under such Major Contract and (5) no party to compete such Major Contract has terminated, modified, accelerated or canceled such Major Contract or any material right, Liability or other obligation thereunder or communicated in writing such party’s intent to do so. Seller has not granted any line of business release or with any Person waiver in writing or in any geographic area that is otherwise material under or sales channel; (vi) any Contract with a director, officer or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annum; (vii) any Contract with an unaffiliated third party with respect to any partnership, limited liability company, joint venture of the Major Contracts. Seller has not assigned or similar arrangements, or otherwise transferred any shareholders, voting or similar Contract to which of its rights under any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subject; (viii) any Contract for of the lease, sublease, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month period; (ix) any Contract that provides for the payment, increase or vesting of any benefits or compensation in connection with the transactions contemplated by this Agreement; or (x) any Contract that relates to any settlement of material disputes or material litigation, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which the Acquired Companies do not have any continuing material financial obligations or liabilitiesMajor Contracts.

Contracts. (a) Schedule 3.11(a) Section 3.10 of the Parent Company Disclosure Schedules Schedule sets forthforth a complete and correct list (except for this Agreement), as of the date hereofof this Agreement, a list of each Contract, arrangement, commitment or understanding to which any of the following Contracts Acquired Companies is a party or to which any asset or property of any Acquired Company is a party or by which their respective assets are bound (the “Material Contracts”):bound: (i) any Contract under which that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the remaining amounts to be paid or received by any Acquired Company would reasonably be expected to exceed $1,500,000 in any twelve-month period, other than any Contract with another Acquired Company to document intercompany loans or arrangementsExchange Act); (ii) any collective bargaining agreementspursuant to which (A) the Acquired Companies collectively received revenues for the 2021 fiscal year in excess of $2,000,000 or (B) the Acquired Companies are collectively reasonably expected to receive revenues in excess of such $2,000,000 in the 2022 fiscal year; (iii) all Contracts which relate evidencing a commitment or requirement of the Acquired Companies (collectively) to Indebtedness under which make any Acquired Company has outstanding obligations capital expenditure (or receive a loan from a third Person in connection therewith) in excess of $200,000 owed by any Acquired Company or 1,000,000 (except with respect to equipment lease financing in the guarantee thereofordinary course of business consistent with past practice); (iv) all Contracts under which any Acquired Company has guaranteed any Liability that is a non-competition or the obligations of non-solicitation Contract or any other Person (other another Acquired Company) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit Contract limiting, restricting or purport prohibiting, or purporting to limit limit, restrict or prohibit the manner or ability of any Acquired Company to compete or engage in any line or type of business or to engage in any line or type of business or compete with any Person or in any geographic area area, other than customer agreements entered into in the ordinary course of business, so long as such customer agreements do not purport to and would not bind Parent or sales channelany of its Affiliates (other than the Company and its Subsidiaries) following the consummation of the Transactions; (v) relating to or evidencing Indebtedness (whether outstanding or as may be incurred) of any of the Acquired Companies or any guarantee of Indebtedness by any of the Acquired Companies in excess of $2,000,000, other than any such Contract solely between or among the Company and any of its wholly owned Subsidiaries; (vi) relating to or evidencing Indebtedness (whether outstanding or as may be incurred) of any Third Party to any of the Acquired Companies in excess of $1,000,000; (vii) other than with respect to any Entity that is wholly owned by the Company or any Subsidiary of the Company, that is a partnership, joint venture, alliance, shareholder, or similar Contract (including but not limited to Contracts relating to the formation, creation, operation, management or control of the same, and Contracts pursuant to which an Acquired Company has an obligation (contingent or otherwise) to make an investment in or extension of credit to any Person); (viii) that is an agency, sales, marketing, commission, distribution, international or domestic sales representative or similar Contract; (ix) other than in respect of Indebtedness and Taxes, that creates future payment obligations by any of the Acquired Companies (including settlement agreements) outside the ordinary course of business and in excess of $3,000,000; (x) under which any Acquired Company has granted any Person registration rights (including demand and piggy-back registration rights); (xi) that obligates any Acquired Company to conduct any business on an exclusive basis with any third Person, or upon consummation of the Merger, will or purports to obligate Parent or any of its Affiliates to conduct business with any third Person on an exclusive basis; (xii) that is a directorGovernment Contract and involves payments to the Acquired Companies (or any of them) in excess of $3,000,000 per year; (xiii) that relates to the acquisition or disposition of any Person, officer business or employee operations or assets constituting a business (whether by merger, sale of stock, sale of assets, consolidation or otherwise) entered into within the past five (5) years (including any such Contract under which contemplated transactions were consummated but under which one or more of the parties thereto has executory indemnification, earn-out or other liabilities); (xiv) that is a Contract under which an Intellectual Property Asset that is material to the conduct of the Acquired Companies’ businesses as currently conducted is licensed, whether an Acquired Company is a licensor or licensee, exclusive of Contracts for the license to an Acquired Company of any software, hardware, or information technology systems that are generally commercially available (e.g., so-called “off-the-shelf software and technology”); (xv) that is a hedging, derivative or similar Contract (including interest rate, currency or commodity swap agreements, cap agreements, collar agreements and any similar Contract designed to protect a Person against fluctuations in interest rates, currency exchange rates or commodity prices); (xvi) addressing the employment of any individual with any Acquired Company with base compensation or payments in excess of $250,000 per annum that is not terminable upon notice of thirty (30) days or less; (xvii) providing for the retention, engagement or termination of any temporary agency employee, individual consultant or other individual independent contractor of any Acquired Company under which such directorCompanies, officer or employee is to be paid more than in each case that provides for compensation in excess of $350,000 250,000 per annum; (viixviii) any Contract with an unaffiliated third party with respect to any partnershipthat is a labor, limited liability companycollective bargaining, joint venture works council or similar arrangements, or any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subjectagreement; (viiixix) that provides for a loan or advance of any Contract for the lease, sublease, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company amount in excess of $250,000 in 10,000 to any twelve-month period; (ix) any Contract that provides for the payment, increase or vesting employee of any benefits of the Acquired Companies or compensation any temporary agency employee, consultant or other independent contractor of the Acquired Companies, in connection each case, other than in the ordinary course of business consistent with the transactions contemplated by this Agreementpast practice; or (xxx) that is not covered by the foregoing clauses of this Section 3.10(a) and that is material to the business of the Acquired Companies, taken as a whole, and provides for termination, acceleration of payment or any other material rights or obligations upon the occurrence of a change of control in the Company or any of its Subsidiaries. (b) Each Contract, arrangement, commitment or understanding of the type described and required to be disclosed in Section 3.10(a) above (together with all amendment, supplements and modifications in each case thereto) is referred to herein as a “Material Contract.” A complete and correct copy of each Material Contract that relates to any settlement of material disputes or material litigation, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) made available to Parent. Except Material Contracts that have expired by their terms or (z) settlement agreements under which are terminated in accordance with their terms in compliance with Section 5.1, all of the Material Contracts are valid and binding on the Acquired Companies do not have Companies, as the case may be, and, to the Knowledge of the Company, each other party thereto, as applicable, and in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium and other similar applicable Law affecting creditors’ rights generally and by general principles of equity. No Acquired Company is in material breach of or default under, or committed or failed to perform any continuing act, and no event or condition exists, which with or without notice, lapse of time or both would constitute a material financial obligations default under, or liabilitiesresult in the termination of, or acceleration under, the provisions of any Material Contract, and as of the date hereof, no Acquired Company has received written notice of any of the foregoing. As of the date of this Agreement, to the Knowledge of the Company, no other party to a Material Contract is in material breach of or default under, or committed or failed to perform any act, and no event or condition exists, which with or without notice, lapse of time or both would constitute a material default under, or result in the termination of, or acceleration under, the provisions of any Material Contract, and as of the date hereof, no Acquired Company has received written notice of any of the foregoing.

Contracts. (a) Schedule 3.11(aAs of the date of this Agreement, there are no Contracts that are material contracts (as defined in Item 601(b)(10) of Regulation S-K) with respect to Public Company, other than those Contracts identified or described in the Public Company SEC Reports filed prior to the date hereof. (b) Public Company has not entered into any transaction that would be subject to proxy statement disclosure pursuant to Item 404 of Regulation S-K other than as disclosed in an SEC Report filed prior to the date hereof. (c) Neither Public Company nor any of its Subsidiaries is a party to any agreement under which a third party would be entitled to receive a license or any other right to Public Company Intellectual Property as a result of the transactions contemplated by this Agreement. (d) Section 4.11(d) of the Parent Public Company Disclosure Schedules sets forth, Schedule lists the following Contracts of Public Company and its Subsidiaries in effect as of the date hereof, a list of the following Contracts to which any Acquired Company is a party or by which their respective assets are bound (the “Material Contracts”):this Agreement: (i) any Contract under (or group of related Contracts) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than 180 days from the remaining amounts date of this Agreement, (B) which involves an aggregate of more than $50,000 or (C) in which Public Company or any of its Subsidiaries has granted manufacturing rights, “most favored nation” pricing provisions or marketing or distribution rights relating to be paid any products or received by any Acquired Company would reasonably be expected territory or has agreed to exceed $1,500,000 in any twelve-month period, other than any Contract with another Acquired Company purchase a minimum quantity of goods or services or has agreed to document intercompany loans purchase goods or arrangementsservices exclusively from a particular party; (ii) any collective bargaining agreementsContract under which the consequences of a default or termination would reasonably be likely to have a Public Company Material Adverse Effect; (iii) all Contracts which relate any Contract that could reasonably be expected to Indebtedness under which have the effect of prohibiting or impairing the conduct of the business of Merger Partner or any Acquired Company has outstanding obligations in excess of $200,000 owed by any Acquired its Subsidiaries or Public Company or the guarantee thereofany of its Subsidiaries as currently conducted; (iv) all Contracts any Contract under which Public Company or any Acquired Company has guaranteed of its Subsidiaries is restricted from selling, licensing or otherwise distributing any Liability of its technology or products, or providing services to, customers or potential customers or any class of customers, in any geographic area, during any period of time or any segment of the obligations market or line of any other Person (other another Acquired Company) in excess of $150,000business; (v) all Contracts containing covenants made by any Acquired Company that materially limit dealer, distribution, joint marketing, joint venture, joint development, partnership, strategic alliance, collaboration, development agreement or purport to limit the ability of any Acquired Company to compete in any line of business or with any Person or in any geographic area or sales channeloutsourcing arrangement; (vi) any Contract with a directorfor the conduct of research studies, officer pre-clinical or employee clinical studies, manufacturing, distribution, supply, marketing or co-promotion of any Acquired products in development by or which has been or which is being marketed, distributed, supported, sold or licensed out, in each case by or on behalf of Public Company under which such director, officer or employee is to be paid more than $350,000 per annum;any of its Subsidiaries; and (vii) any Contract with an unaffiliated that would entitle any third party with to receive a license or any other right to Intellectual Property of Merger Partner or any of Merger Partner’s Affiliates following the Closing. (e) Public Company has made available to Merger Partner a complete and accurate copy of each Contract listed in Sections 4.10(a), 4.10(h), 4.10(i) and 4.11(d) of the Public Company Disclosure Schedule. With respect to each Contract so listed and those Contracts identified or described in the Public Company SEC Reports filed prior to the date hereof: (i) the Contract is legal, valid, binding and enforceable and in full force and effect against Public Company and/or its Subsidiaries, as applicable, and, to the knowledge of Public Company, against each other party thereto, as applicable, subject to the Bankruptcy and Equity Exception; (ii) the Contract will continue to be legal, valid, binding and enforceable and in full force and effect against Public Company and/or its Subsidiaries, as applicable, and, to the knowledge of Public Company, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing (other than any partnershipsuch Contracts that expire or terminate before such time in accordance with their terms and not as a result of a breach or default by Public Company or any of its Subsidiaries), limited liability companyin each case subject to the Bankruptcy and Equity Exception and except to the extent the failure to be in full force and effect, joint venture individually or similar arrangementsin the aggregate, would not reasonably be likely to have a Public Company Material Adverse Effect; and (iii) none of Public Company, its Subsidiaries nor, to the knowledge of Public Company, any other party, is in breach or violation of, or default under, any shareholderssuch Contract, voting and no event has occurred, is pending or, to the knowledge of Public Company, is threatened, which, with or similar Contract without notice or lapse of time, or both, would constitute a breach or default by Public Company, its Subsidiaries or, to which the knowledge of Public Company, any Acquired other party under such Contract, except for such breaches, violations or defaults that, individually or in the aggregate, have not had, and are not reasonably likely to have, a Public Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subject; (viii) any Contract for the lease, sublease, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month period; (ix) any Contract that provides for the payment, increase or vesting of any benefits or compensation in connection with the transactions contemplated by this Agreement; or (x) any Contract that relates to any settlement of material disputes or material litigation, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which the Acquired Companies do not have any continuing material financial obligations or liabilitiesMaterial Adverse Effect.

Contracts. (a) Schedule 3.11(a3.13(a) of the Parent Disclosure Schedules sets forth, as of the date hereof, a list identifies each of the following Contracts used in connection with the Pipelogic Business to which any Acquired Company Pipelogic is a party or by which their respective assets are it or its properties is bound (the each such identified Contract, a “Material ContractsContract”): (i) any Contract under which that provides for the payment or potential payment by Pipelogic of more than $50,000 in any consecutive 12-month period or more than $50,000 over the remaining amounts to be paid or received life of such Contract other than a Contract that (A) is terminable by any Acquired Company would reasonably be expected party thereto giving notice of termination to exceed $1,500,000 the other party thereto not more than sixty (60) days in any twelveadvance of the proposed termination date and (B) even if so terminable, contains no post-month periodtermination obligations, other than any Contract with another Acquired Company to document intercompany loans termination penalties, buy-back obligations or arrangementssimilar obligations; (ii) any collective bargaining agreementsContract that constitutes a purchase order or other Contract relating to the sale, purchase, lease or provision by Pipelogic of goods or services in excess of $50,000 in any 12-month period; (iii) all Contracts which relate any Contract that grants any Person the exclusive right to Indebtedness under which sell products or provide services within any Acquired Company has outstanding obligations in excess of $200,000 owed geographical region other than a Contract that (A) is terminable by any Acquired Company party thereto giving notice of termination to the other party thereto not more than sixty (60) days in advance of the proposed termination date and (B) even if so terminable, contains no post-termination obligations, termination penalties, buy-back obligations or the guarantee thereofsimilar obligations; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company Contract that materially limit or purport purports to limit the ability freedom of any Acquired Company Pipelogic to compete in any line of business or with any Person or to conduct business in any geographic area location; (v) any Contract relating to the acquisition or sales channeldisposition by Pipelogic of the equity or assets of any company or any operating business or Interest of another Person (by asset sale, stock sale, merger or otherwise); (vi) any Contract with a director, officer or employee relating to the payment of any Acquired Company under which such director, officer Tax or employee is to be paid more than $350,000 per annumthe filing of Tax Returns; (vii) any Contract that is for the sale of goods or services and has not been substantially completed by Pipelogic as of the date of this Agreement and which (A) was entered into by Pipelogic on terms known at the time the Contract was entered into not to be commercially reasonable or (B) was entered into with an unaffiliated third party with respect to any partnership, limited liability company, joint venture or similar arrangements, or any shareholders, voting or similar Contract to which any Acquired Company is the expectation that Pipelogic would incur a party, by which any Acquired Company is bound or to which any Acquired Company is subjectloss; (viii) any Contract for that was entered into outside of the leaseOrdinary Course of Business of Pipelogic since December 31, sublease, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month period2017; (ix) any Contract that provides for the paymentconstituting a partnership, increase joint venture or vesting of any benefits or compensation in connection with the transactions contemplated by this Agreement; orother similar Contract; (x) any Contract that relates relating to indebtedness for borrowed money, any Contract creating a capital lease obligation, any Contract for the sale or factoring of accounts receivable, any Contract constituting a guarantee of debt of any other Person or any Contract requiring Pipelogic to maintain the financial position of any other Person; (xi) any Contract under which Pipelogic has made advances or loans to any settlement other Person; (xii) any outstanding agreements of material disputes guaranty, surety or material litigation, indemnification (other than master services agreements entered into in the Ordinary Course of Business of Pipelogic), direct or indirect, by Pipelogic, in each case where the annual obligations under such agreement are more than $10,000; (xxiii) releases immaterial any Contract pursuant to which (A) Intellectual Property Rights that are material to the Pipelogic Business or involving consideration in nature or amount, excess of $5,000 is licensed to Pipelogic (y) settlement agreements other than license agreement for cash only (which has been paidunmodified “off-the-shelf” software on generally standard terms and conditions involving total consideration of less than $10,000) or (zB) settlement agreements Pipelogic has granted a right with respect to Intellectual Property Rights that are material to the Pipelogic Business or involving consideration in excess of $5,000; (xiv) any Contract that provides for (A) the purchase or sale of real property or (B) the lease (including any master lease covering multiple items of personal property) of any item or items of personal property with a rental expense under which such lease (whether for a single item or multiple items); (xv) any Contract providing for the Acquired Companies do deferred payment of any purchase price including any “earn out” or other contingent fee arrangement; (xvi) any Contract creating a Lien on any of the Pipelogic Assets that will not be discharged at or prior to the Closing; (xvii) any Contract between Pipelogic, on the one hand, and any Affiliate of Pipelogic, on the other hand (including any Contract providing for (A) compensation, the acceleration of benefits or the loss of any rights in connection with the consummation of the transactions contemplated by this Agreement or (B) the indemnification of such Affiliate by Pipelogic); (xviii) any Contract with any Seller or any current or former officer, director, member, manager, partner, equityholder, consultant or employee of Pipelogic or any of the foregoing; (xix) any Contract providing for the employment or engagement of any Person on a full time, part time, consulting or other basis; (xx) any Contract with any labor union or association or other Person representing or seeking to represent any employee of Pipelogic or any other individual who provides services to Pipelogic; (xxi) any Contract between Pipelogic and any Governmental Authority; (xxii) any Contract involving interest rate swaps, cap or collar agreements, commodity or financial future or option contracts or similar derivative or hedging Contracts; (xxiii) any Contract granting to any Person a right of first refusal, first offer or other right to purchase any of the Pipelogic Assets; (xxiv) any Contract requiring Pipelogic to make a payment as a result of the consummation of the transactions contemplated hereby; (xxv) any Contract containing a “most favored nation” clause or similar provision; and (xxvi) any Contract with any professional employer organization, personnel staffing organization, employee leasing organization or other entity that provides personnel services or other employment related or employee benefit related services to Pipelogic. (b) True and complete copies (including all amendments) of each Material Contract have been furnished to Buyer. Each Material Contract is the legal, valid and binding obligation of Pipelogic, and, to the Knowledge of Sellers, any continuing other Person party thereto, binding and enforceable against Pipelogic and, to the Knowledge of Sellers, any other Person party thereto, in accordance with its terms subject to Creditors’ Rights. No Material Contract has been terminated, and neither Pipelogic nor, to the Knowledge of Sellers, any other Person is in material financial obligations breach or liabilitiesdefault thereunder, and to the Knowledge of Sellers no event has occurred that with notice or lapse of time, or both, would constitute a material breach or default, or permit termination, modification in any manner adverse to Pipelogic or acceleration thereunder. No party has asserted or has (except by operation of Legal Requirements) any right to offset, discount or otherwise ▇▇▇▇▇ any amount owing under any Material Contract except as expressly set forth in such Material Contract. There are no Material Waivers regarding any Material Contract that have not been disclosed in writing to Buyer.

Contracts. (a) Schedule 3.11(aSection 5.17(a) of the Parent Disclosure Schedules sets forthLetter identifies each Contract to which Parent or any of its Subsidiaries is a party, or by which Parent or any of its Subsidiaries is bound, that constitutes a Parent Material Contract as of the date hereofof this Agreement. For purposes of this Agreement, a list each of the following Contracts to which Parent or any Acquired Company its Subsidiaries is a party or by which their respective assets are it is bound (as of the date of this Agreement constitutes a “Parent Material ContractsContract”):: (i) any Contract under which the remaining amounts to be paid that is a settlement, conciliation or received similar agreement with or approved by any Acquired Company would reasonably Governmental Entity and pursuant to which (A) Parent or any of its Subsidiaries will be expected required after the date of this Agreement to exceed $1,500,000 in pay any twelve-month period, other than any Contract with another Acquired Company to document intercompany loans monetary obligations or arrangements(B) that contains material obligations or limitations on the conduct of Parent or its Subsidiaries; (ii) any collective bargaining agreements; Contract (iiiA) all Contracts which relate by its terms limiting the freedom or right of Parent or any of its Subsidiaries or Affiliates to Indebtedness under which any Acquired Company has outstanding obligations in excess of $200,000 owed by any Acquired Company or the guarantee thereof; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit the ability of any Acquired Company to compete engage in any line of business or to compete with any other Person in any location or line of business, (B) containing any “most favored nations” terms and conditions (including with respect to pricing) granted by Parent or any of its Subsidiaries, or (C) containing exclusivity obligations or otherwise limiting the freedom or right of Parent or any of its Subsidiaries or Affiliates to sell, distribute or manufacture any products or services for any other Person; (iii) any Contract that requires by its terms or is reasonably expected to require the payment or delivery of cash or other consideration to Parent or any of its Subsidiaries in an amount having an expected value in excess of $100,000 in the fiscal year ending December 31, 2023 or by Parent or any of its Subsidiaries in an amount having an expected value in excess of $100,000 in the fiscal year ending December 31, 2023 and in each case which cannot be cancelled by Parent or its Subsidiaries without penalty or further payment without more than ninety (90) days’ notice; (iv) any Contract relating to Indebtedness for borrowed money in excess of $100,000 (whether incurred, assumed, guaranteed or secured by any asset) of Parent or any of its Subsidiaries or creating any material Liens with respect to any assets of Parent or any of its Subsidiaries; (v) any Contract with any Person constituting a joint venture, collaboration, partnership or in similar profit sharing arrangement or requiring any geographic area Person to develop or sales channelcommercialize any product, technology or service; (vi) any Contract with (excluding any Parent Plan) that by its express terms requires Parent or any of its Subsidiaries, or any successor to, or acquirer of, Parent or any of its Subsidiaries, to make any payment to another Person as a directorresult of a change of control of Parent or any of its Subsidiaries, officer as applicable (a “Parent Change of Control Payment”) or employee gives another Person a right to receive or elect to receive a Parent Change of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annumControl Payment; (vii) any Contract with an unaffiliated third party with that prohibits the declaration or payment of dividends or distributions in respect to any partnership, of the limited liability companycompany interests, joint venture capital stock or similar arrangementsother equity interests of Parent or its Subsidiaries, the pledging of the limited liability company interests, capital stock or other equity interests of Parent or its Subsidiaries or the issuance of any guaranty by Parent or any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subjectof its Subsidiaries; (viii) any Contract for material (A) in-bound license (other than Commercially Available Software) and (B) out-bound license of Intellectual Property Rights (other than non-exclusive licenses granted by Parent or any of its Subsidiaries in the lease, sublease, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess ordinary course of $250,000 in any twelve-month periodbusiness); (ix) any Contract that provides for relating to capital expenditures and requiring payments after the payment, increase or vesting date of any benefits or compensation this Agreement in connection with the transactions contemplated by this Agreement; orexcess of $100,000 pursuant to its express terms; (x) any Contract relating to the disposition or acquisition of assets or rights (including equity interests) except for sales of inventory in the ordinary course of business; (xi) any Contract pursuant to which Parent or any of its Subsidiaries leases or subleases any material real property; (xii) any Contract with any Person, including any financial advisor, broker, finder, investment banker or other Person, providing advisory services to the Parent in connection with this Agreement and the transactions contemplated hereby; (xiii) any Contract containing any royalty, dividend or similar arrangement based on the revenues or profits of the Parent or any of its Subsidiaries; or (xiv) any Contract requiring payment by or to the Parent or any of its Subsidiaries after the date of this Agreement in excess of $100,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that relates contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any settlement pre-clinical or clinical development activities of material disputes the Parent or material litigationany of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, collaboration, development or other than (x) releases immaterial agreement currently in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements force under which the Acquired Companies do Parent or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which the Parent or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not have be owned, in whole or in part, by the Parent or any continuing of its Subsidiaries; or (D) license granted to any third party to manufacture or produce any product, service or technology of the Parent or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of the Parent or any of its Subsidiaries, in each case, except for Contracts entered into in the ordinary course of business consistent with past practice; (xv) any Contract granting a right of first refusal, right of first offer, or similar right with respect to any assets of a Person or that contains any provision requiring the purchase of all or a material financial portion of requirements for a given product or service from another Person; or (xvi) any other Contract that is currently in effect and is required to be filed by Parent as an exhibit pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act. (b) (i) Each Parent Material Contract is valid and binding on Parent and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the Knowledge of Parent, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, subject to the Enforceability Exceptions;(ii) Parent and each of its Subsidiaries, and, to the Knowledge of Parent, each other party thereto, has performed all material obligations required to be performed by it under each Parent Material Contract; and (iii) there is no material default under any Parent Material Contract by Parent or liabilitiesany of its Subsidiaries or, to the Knowledge of Parent, any other party thereto, and to Parent’s Knowledge, no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a material default on the part of Parent or any of its Subsidiaries or, to the Knowledge of Parent, any other party thereto under any such Parent Material Contract, nor has Parent or any of its Subsidiaries received any written notice of any such material default, event or condition. Parent has furnished or made available to the Company true and complete copies of all Parent Material Contracts, including all amendments thereto.

Contracts. (a) Schedule 3.11(aNeither the Company nor any of its Subsidiaries is party to any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Parent Disclosure Schedules sets forth, Securities Act as of the date hereofof this Agreement that has not been so filed (a “Filed Company Contract”). Section 3.01(i) of the Company Letter sets forth (with specific reference to the subsection of this Section 3.01(i) to which such Contract relates, including any further subsection) a list as of the following Contracts date of this Agreement of: (i) each Contract pursuant to which the Company or any Acquired of its Subsidiaries has agreed not to compete with any person in any geographic area or in any activity or business that (A) is material to the operation of the Company and its Subsidiaries, taken as a whole, or (B) after the Effective Time would restrict Parent or any of its Subsidiaries (other than the Surviving Corporation and its Subsidiaries) in any material respect; (ii) each Contract to or by which the Company or any of its Subsidiaries is a party or by bound providing for exclusivity (A) pursuant to which the Company or any of its Subsidiaries is restricted in any respect, which restrictions are material to the operation of the Company and its Subsidiaries, taken as a whole, or (B) which after the Effective Time would restrict Parent or any of its Subsidiaries (other than the Surviving Corporation and its Subsidiaries) in any respect, in each of the above clauses (A) and (B), with respect to the development, manufacture, marketing or distribution of their respective assets are bound (the “Material Contracts”):products or services; (iiii) any each Contract under which the remaining amounts Company or any of its Subsidiaries has incurred any indebtedness having an aggregate principal amount in excess of $10,000,000; (iv) each Contract which has aggregate future sums due to be paid or received from the Company or any of its Subsidiaries of more than $10,000,000 during the life of the Contract and to or by which the Company or any Acquired 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, assessments and other governmental charges not yet due and payable that are payable without penalty or that are being contested in good faith and, in each case, for which adequate reserves have been established, (2) Liens for 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 are not reasonably likely to adversely interfere in a material respect with the use of the properties or assets encumbered thereby (collectively, “Permitted Liens”); (v) each Contract which has aggregate future sums due to or from the Company or any of its Subsidiaries of more than $25,000,000 per annum or $100,000,000 over the life of the Contract and to or by which the Company or any of its Subsidiaries is a party or bound (other than Benefit Plans) containing any provisions contemplating or relating in any way to a “change in control” or similar event with respect to the Company or one or more of its Subsidiaries, including provisions requiring Consent of, or notice to, any Governmental Entity or other person in the event of a change in control of the Company or one or more of its Subsidiaries, or otherwise having the effect of providing that the consummation of the Merger or any of the other transactions contemplated by this Agreement or the execution, delivery or effectiveness of this Agreement will materially conflict with, result in a 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, termination, right of first refusal or first offer, material amendment, revocation, cancelation or acceleration of any material obligation, or 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; (vi) 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 and contemplates aggregate payments to the Company or any of its Subsidiaries in excess of $15,000,000 per annum and 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; (vii) each Contract to or by which the Company or any of its Subsidiaries is a party or bound forming or establishing, or relating to the formation or establishment or operation of, any joint venture (whether in partnership, limited liability company or other legal entity), in each case, that is material to the operation of the Company and its Subsidiaries, taken as a whole; (viii) each Contract to or by which the Company or any of its Subsidiaries is a party or bound entered into in connection with the settlement or other resolution of any Proceeding involving the future performance of material obligations by the Company or any of its Subsidiaries; (ix) each Contract to or by which the Company or any of its Subsidiaries is a party or bound containing any standstill provisions which in any material respect limit (1) the ability of any person to acquire the securities or assets of the Company or any of its Subsidiaries or (2) the ability of the Company or any of its Subsidiaries to acquire the securities or assets of any person; (x) each Contract to or by which the Company or any of its Subsidiaries is a party or bound that contains any continuing indemnification, “earn-out” or other similar contingent payment obligations (other than milestone payments and warranty obligations, in each case, under commercial Contracts entered into the ordinary course of business consistent with past practice), or credit support relating to such obligations, which would reasonably be expected to exceed $1,500,000 result in any twelve-month period, other than any Contract with another Acquired Company to document intercompany loans or arrangements; (ii) any collective bargaining agreements; (iii) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations payments in excess of $200,000 owed by any Acquired Company or the guarantee thereof10,000,000; (ivxi) all Contracts each Contract (1) under which the Company or any Acquired of its Subsidiaries licenses or sublicenses material Intellectual Property from or to any third party (other than non-exclusive licenses to customers and off-the-shelf, commercially available and/or “shrink-wrap” agreements) outside of the ordinary course of business consistent with past practice or (2) that restricts in any material respect the right of the Company has guaranteed or any Liability of its Subsidiaries to use, deploy or register any material Intellectual Property; and (xii) each Contract pursuant to which the Company guarantees performance obligations of any other Person person either (other another Acquired Company1) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit the ability of any Acquired Company to compete in any line of business or with any Person or in any geographic area or sales channel; (vi) any Contract with a director, officer or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annum; (vii) any Contract with an unaffiliated third party with respect to any partnership, limited liability company, joint venture or similar arrangements, or any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subject; (viii) any Contract for the lease, sublease, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could would reasonably be expected to result in payments by any Acquired the Company in excess of $250,000 10,000,000 or (2) with a remaining term of longer than two years from the date of this Agreement (other than (A) Contracts that are terminable at will or upon advance notice, in each case, by the Company or its Subsidiaries, prior to the expiration of the remaining term and (B) off-the shelf, commercially available and/or “shrink-wrap” agreements or that contain similar immaterial obligations). The Contracts of the Company or any twelve-month period; of its Subsidiaries of the type referred to in clauses (ixi) any Contract that provides for through (xii) of this Section 3.01(i) (whether in effect on the paymentdate of this Agreement or entered into following the date of this Agreement and prior to the Closing Date), increase or vesting of any benefits or compensation in connection together with the transactions contemplated by Filed Company Contracts and the Significant Program Contracts, are collectively referred to in this Agreement; or Agreement as “Specified Contracts”. The Company has made available to Parent a true and complete copy of, and all material substantive written modifications and amendments currently in effect to, (x) any Contract that relates to any settlement each of material disputes or material litigation, the Specified Contracts other than (x) releases immaterial in nature or amount, the Significant Program Contracts and (y) settlement agreements a representative Contract for cash only each of the programs listed on Section 3.01(i)(y) of the Company Letter (which all Contracts for such programs, the “Significant Program Contracts”). Each Specified Contract is in full force and effect (except for those Contracts that have expired in accordance with their terms) and is a legal, valid and binding agreement of the Company or such Subsidiary, as the case may be, and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws related to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity. Each of the Company and its Subsidiaries has been paidperformed or is performing all material obligations required to be performed by it under the Specified Contracts and is not (with or without notice or lapse of time or both) in breach in any material respect or default thereunder, and has not waived (other than any implied waiver) or failed to enforce any material rights or benefits thereunder and, to the knowledge of the Company, no other party to any of the Specified Contracts is (zwith or without notice or lapse of time or both) settlement agreements under which in breach in any material respect or default thereunder. To the Acquired Companies do not have knowledge of the Company, there has occurred no event that (with or without notice or lapse of time or both) would give to others any continuing right of termination, material financial obligations amendment or liabilitiescancelation of any Specified Contract.

Contracts. (a) Schedule 3.11(a) of the Parent Disclosure Schedules sets forth, as of the date hereof, a list of the following Contracts to which any Acquired Company is a party or by which their respective assets are bound (the “Material Contracts”): (i) any Contract under which the remaining amounts to be paid or received by any Schedule 3(o)(i) hereto lists each Acquired Company would reasonably be expected to exceed $1,500,000 in any twelve-month period, other than any Contract with another Acquired Company to document intercompany loans or arrangements;Contract. (ii) any collective bargaining agreements;In addition, the Disclosure Schedule lists the following contracts and other agreements to which BDE is a party: (iiiA) all Contracts which relate any agreement (or group of related agreements) relating to Indebtedness under which the Business for the lease of personal property to or from any Acquired Company has outstanding obligations Person providing for lease payments in excess of $200,000 owed by any Acquired Company or the guarantee thereof; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit the ability of any Acquired Company to compete in any line of business or with any Person or in any geographic area or sales channel; (vi) any Contract with a director, officer or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 10,000 per annum; (viiB) any Contract with an unaffiliated third party with respect agreement (or group of related agreements) relating to any partnership, limited liability company, joint venture the Business for the purchase or similar arrangementssale of personal property, or any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subject; (viii) any Contract for the leasefurnishing or receipt of services, subleasethe performance of which will extend over a period of more than 1 year, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company a material loss to BDE, or involve consideration in excess of $250,000 in any twelve-month period10,000; (ixC) any Contract that provides agreement concerning a partnership or joint venture relating to the Business; (D) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (E) any agreement concerning confidentiality or non-competition relating to the payment, increase or vesting of Business; (F) any benefits or compensation in connection with agreement involving any BDE stockholder and their Affiliates (other than BDE) relating to the transactions contemplated by this AgreementBusiness; or (xG) any Contract that relates to any settlement of material disputes or material litigation, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements agreement under which the consequences of a default or termination could have a Material Adverse Effect on the Business or the Acquired Companies do Assets. (iii) BDE has delivered to Atrinsic a correct and complete copy of each Acquired Contract (as amended to date) listed on Schedule 3(o)(i) hereto. Each Acquired Contract is a valid, binding and enforceable obligation of BDE and, to the Knowledge of BDE, the other party or parties thereto, and each Acquired Contract is in full force and effect. Neither BDE, nor, to the Knowledge of BDE, any other party thereto, is in default under any Acquired Contract by which the Acquired Assets or the Business may be bound or affected or under which such assets, business or operations receive benefits, and, to the Knowledge of BDE, there has not have occurred any continuing material financial obligations event that with the lapse of time or liabilitiesthe giving of notice or both would constitute such an event of default thereunder.

Contracts. (a) Schedule 3.11(aSection 4.12(a) of the Parent Seller Disclosure Schedules sets forthLetter contains a list (or, as applicable, contains a cross-reference to another Section of the date hereofSeller Disclosure Letter that lists), a list organized according to each subsection of this Section 4.12(a) which applies to such Contract, of each of the following Transferred Contracts (other than Real Property Leases, Benefit Plans or Employment Agreements) (the contracts listed on Section 4.12(a) of the Seller Disclosure Letter together with contracts of the type described in subclauses (i)-(xiv) entered into after the date of the Original Agreement and prior to which any Acquired Company is a party or by which their respective assets the Closing Date are bound (collectively referred to herein as the “Material Contracts”): (i) any Contract under which the remaining amounts to be paid that is required by its terms or received by any Acquired Company would reasonably be is currently expected to exceed result in the payment or receipt by the Business of more than $1,500,000 1,000,000 in the current fiscal year or in any twelveone-month periodyear period over its remaining term, other than any Contract purchase orders entered into in the ordinary course of business consistent with another Acquired Company to document intercompany loans or arrangementspast practice; (ii) any collective bargaining agreementsContract entered into with (x) an Affiliate, officer or director of Seller or any of its Subsidiaries or of any Transferred Entity or (y) any entity controlled by an officer or director of Seller or any of its Subsidiaries or of any Transferred Entity; (iii) all Contracts any Contract that restricts the Business from competing with any Person or engaging in any line of business or activity in any geographic region in which relate the Business operates, other than any such restrictions that are not and would not reasonably be expected to Indebtedness under which any Acquired Company has outstanding obligations in excess of $200,000 owed by any Acquired Company or be material to the guarantee thereofBusiness, taken as a whole; (iv) all Contracts under any Contract entered into with the customers or suppliers of the Business listed on Section 4.17 and 4.18 of the Seller Disclosure Letter pursuant to which any Acquired Company the Business has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000granted exclusive rights to such Person; (v) all Contracts containing covenants made by pursuant to which Seller, its Subsidiaries or any Acquired Company Transferred Entity receives or grants a license to material Intellectual Property from or to any other Person (other than licenses and subscriptions for Software obtained from a third party (A) on general commercial terms and that materially limit continues to be widely available on such commercial terms), (B) that is not distributed with or purport to limit the ability of any Acquired Company to compete incorporated in any line Product, (C) that is used for business infrastructure or other internal purposes and (D) was licensed for fixed payments of business less than fifty thousand dollars ($50,000) in the aggregate or with any Person or in any geographic area or sales channelannual payments of less than fifty thousand dollars ($50,000) per year) (each, an “IP License”); (vi) any joint venture, limited liability company or partnership Contract with any third-party involving a directorsharing of profits, officer revenue or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annumexpenses; (vii) any Contract with evidencing an unaffiliated third party with respect outstanding loan, advance or investment by the Business to or in any partnership, limited liability company, joint venture or similar arrangementsPerson, or guarantee by the Business of the obligations of any shareholdersPerson in respect of any Liability of such Person, voting or similar Contract including letters of credit and surety bonds, other than Contracts that will be terminated pursuant to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subjectand in accordance with Section 6.07(b); (viii) any Contract for the lease, sublease, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company make capital expenditures in excess of $250,000 in any twelve-month period1,000,000; (ix) any Contract that provides providing for the payment, increase or vesting grant to any third-party of any benefits right of first refusal or compensation in connection with other similar rights to purchase any of the transactions contemplated by this Agreement; orBusiness’ assets, properties or businesses; (x) any Contract that relates entered into with the customers or suppliers of the Business listed on Section 4.17 and 4.18 of the Seller Disclosure Letter and containing any requirement to grant “most favored nation” pricing and terms in favor of such Person; (xi) any settlement Contract providing for on-going indemnification obligations as of material disputes or material litigation, the date of the Original Agreement by the Business other than (x) releases immaterial in nature respect of the performance of its obligations under Contracts or amountother arrangements to which it is a party for goods or services furnished by or to it, (y) settlement agreements except for cash only (which has been paid) or (z) settlement agreements any such agreement under which the Acquired Companies do aggregate remaining liability of the Business for indemnification obligations thereunder does not exceed, in the absence of the breach of the Business’ other covenants and agreements under such agreement, $500,000; (xii) any Contracts entered into with the customers or suppliers of the Business listed on Section 4.17 and 4.18 of the Seller Disclosure Letter that require the Business to purchase its total requirements of any product or service from such Person that contain “take or pay” provisions or that contain minimum purchase requirements; and (xiii) any Contract which involves the sale, transfer or acquisition of any business to or by any third party that was entered into since September 30, 2014 and that contains any material continuing obligations of Seller or any of its Subsidiaries. (b) Section 4.12(b) of the Seller Disclosure Letter sets forth a complete and correct list, as of the date of the Original Agreement, of each Contract pursuant to which Seller or any of its Subsidiaries (other than a Transferred Entity) is a party pursuant to which the Business obtains any material services, assets or benefits other than the Overhead and Shared Services, the Seller Policies and those Contracts entered into in connection with, as contemplated by or otherwise related to the Overhead and Shared Services or Business Benefit Plans (collectively, the “Shared Contracts”). (c) Except for terminations in accordance with the terms of such Material Contracts after the date of the Original Agreement, each Material Contract is a legal, valid and binding obligation of Seller or one of its Subsidiaries, enforceable against such Person in accordance with its terms and, to Seller’s Knowledge, each other party thereto, and is in full force and effect subject in all cases to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at Law, except for such failures to be a legal, valid and binding obligation, enforceable, or in full force and effect that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Seller has made available to Purchaser a complete and correct copy of each written Material Contract, in each case, as amended, supplemented or otherwise modified through (and including) the date of the Original Agreement. (d) As of the date of the Original Agreement, none of Seller, any Subsidiary of Seller, or to Seller’s Knowledge, any other party to any Material Contract has exercised any termination rights or indicated to Seller either orally or in writing such party’s intent to terminate such Material Contract, in each case other than any termination at the end of such Material Contract’s term in accordance with its terms. (e) Neither Seller nor any of its Subsidiaries is in breach or default under any Material Contract and, to the Knowledge of Seller, no other party to any such Material Contract is in breach or default thereunder, and to Seller’s Knowledge no event or condition has occurred and is continuing material financial obligations that constitutes or liabilitieswould constitute (with or without notice or lapse of time or both), a breach or default on the part of Seller or any of its Subsidiaries, or any other party to such Material Contract, nor has Seller or any of its Subsidiaries received any notice of any such breach, default, event or condition, except, in each case, for any such breach, default, event or condition that individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.

Contracts. (a) Schedule 3.11(a) of the Parent Disclosure Schedules sets forth, as As of the date hereof, a list except as set forth in Section 2.13(a) of the following Contracts to which any Disclosure Schedule, no Acquired Company and (with respect to the operation or conduct of the Business) neither PKI nor either Asset Seller is a party or by which their respective assets are bound (the “Material Contracts”):to any: (i) agreement (or group of related agreements with the same person or entity or one or more of PKI, either of the Asset Sellers or any Contract under which of the Acquired Companies) for the lease of personal property from or to third parties providing for lease payments the remaining amounts to be paid or received by any Acquired Company would reasonably be expected to exceed unpaid balance of which is in excess of $1,500,000 in any twelve-month period500,000, other than any Contract with another (A) purchase orders relating to the supply of goods and services to the Business in the Ordinary Course of Business, and (B) agreements that can be terminated by PKI, such Acquired Company to document intercompany loans or arrangementssuch Asset Seller, as applicable, on ninety (90) or fewer days’ notice without payment by PKI, such Acquired Company or such Asset Seller of any penalty; (ii) agreement (or group of related agreements with the same person or entity or one or more of PKI, either of the Asset Sellers or any collective bargaining agreementsof the Acquired Companies): (A) for the purchase by or from any Acquired Company, PKI or either of the Asset Sellers of products or services under which the undelivered balance of such products and services is (or is reasonably expected to be), or has since January 1, 2016 been, in excess of $500,000, other than (I) any such contracts and agreements that can be terminated by PKI, such Acquired Company or such Asset Seller, as applicable, on ninety (90) or fewer days’ notice without payment by PKI, such Acquired Company or such Asset Seller of any penalty, or (II) any purchase orders relating to the supply of goods and services to the Business in the Ordinary Course of Business; or (B) with any sole source suppliers whose supply is material to the Business; (iii) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations in excess of $200,000 owed by any Acquired Company agreement establishing a partnership, joint venture, strategic alliance, revenue-sharing or the guarantee thereofsimilar agreement; (iv) all Contracts agreement (or group of related agreements with the same person or entity or one or more of PKI, either of the Asset Sellers or any of the Acquired Companies) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness the outstanding balance of which is more than $500,000 or under which it has imposed a Security Interest on any Acquired Company has guaranteed of the assets, tangible or intangible, that are material to the Business, taken as a whole, except for any Liability or the obligations of Security Interests relating to any other Person (other another Acquired Company) in excess of $150,000capitalized lease financing; (v) all Contracts containing covenants made by any Acquired Company agreement (A) that materially prohibits or purports to limit or purport to limit restrict the Business or the right or ability of any Acquired Company to compete from competing or freely engaging in any line of business or with any Person person or entity anywhere in the world or in any geographic area field, market, or sales channelduring any period of time; (B) that prohibits or purports to limit or restrict any Acquired Company’s ability to own, operate, source, manufacture, sell, transfer, pledge or otherwise dispose of any material assets or business; (C) for the grant to any person or entity of any preferential rights to purchase any of the assets of the Business; or (D) containing any “most favored nation” or “most favored customer” or similar provision in favor of the other party, in each case, that are material to the Business, taken as a whole; (vi) any Contract with a director, officer agreement involving the executive officers or employee directors of any Acquired Company under which such director, officer or employee is (with respect to be paid more than $350,000 per annumthe Business) either Asset Seller; (vii) any Contract with an unaffiliated third party with respect to any partnership, limited liability company, joint venture employment or similar arrangementsagreement for the employment of any individual on a full-time or part-time basis providing annual base compensation at a rate in excess of $250,000 during any 12-month period, or except any shareholders, voting or similar Contract such agreement entered into to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subjectcomply with applicable foreign law; (viii) severance, change in control, retention, “stay pay” or termination agreement with any Contract director, officer, employee or individual independent contractor of the Business other than any such agreement that shall remain an obligation of PKI after the Closing; (ix) agreement for the leasesale of any assets or properties of the Business, subleaseother than agreements for the sale of goods and services in the Ordinary Course of Business; (x) agreement providing for any material payments that are conditioned, salein whole or in part, purchase on a change of control or sale of any Acquired Company, the Business or the Acquired Assets other than any such agreement that shall remain an obligation of PKI after the Closing; (xi) agreement for the acquisition by any Acquired Company or either Asset Seller of any operating business or the equity interests of any other person, other than acquisitions by either Asset Seller that have not or will not become integrated into the Business; (xii) agreement (or group of related written agreements with the same person or entity or one or more of PKI or any of its subsidiaries) providing for (A) any grant by PKI or any of its subsidiaries to another person of any right, permission, license, consent or covenant of non-assertion relating to or under any Business IP (other than non-exclusive licenses granted in the Ordinary Course of Business to end-user customers and distributors of any Business Product), or (B) any grant by another person (other than PKI or any of its subsidiaries) to PKI or any of its subsidiaries of any right, permission, consent or covenant of non-assertion relating to or under any Intellectual Property used in or related to the Business (other than standard form contracts granting rights to use readily available shrink wrap or click wrap Software having a replacement cost and annual license fee of less than $20,000 for all such related contracts); and (xiii) agreement granting any exclusive right, right of first refusal, or right of negotiation to license, market, distribute, sell, or deliver (I) any product or service (including software) that is currently being, or has at any time within the three (3) years prior to the date of this Agreement been, designed, modified, developed, produced, distributed, marketed, provided, exported, licensed, sold, or offered for sale by any Acquired Company or, in connection with the Business, by PKI or any other IP Holder (collectively, “Business Products”) or (II) any Business IP that is material to the Business, taken as a whole; provided, however, that (A) no agreement referred to in clauses (i) through (xiii) above need be disclosed unless PKI, the applicable Acquired Company or the applicable Asset Seller currently has, or may in the future have, any material rights or obligations thereunder and (B) Leases are not required to be disclosed in response to any provision of this Section 2.13, but shall constitute Designated Contracts. (b) PKI has made available to Buyer a correct and complete copy of each agreement (as amended to the date of this Agreement) listed in Section 2.13(a) of the Disclosure Schedule and each other Designated Contract in effect on the date of this Agreement (the agreements listed (or required to be listed) in Section 2.13 of the Disclosure Schedule, all Leases, all Transferred Contracts and the agreement with Brainlab AG dated October 1, 2013, the “Designated Contracts”). Each Designated Contract is a valid, binding and enforceable obligation of PKI, the applicable Acquired Company or the applicable Asset Seller, as the case may be, and, to Sellers’ knowledge, of each other party thereto (except as the foregoing may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other occupancy right similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief, and other equitable remedies and those providing for equitable defenses). None of the Sellers or the Acquired Companies or, to Sellers’ knowledge, any other party, is in material breach or material violation of, or material default under, any such Designated Contract; and to Sellers’ knowledge, no event has occurred, and no circumstance or condition exists, that (with respect to real property that is still in effect and, individually, could or without notice or lapse of time) would reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month period; (ix) any Contract that provides for the paymenta material breach, increase or vesting of any benefits or compensation in connection with the transactions contemplated by this Agreement; or (x) any Contract that relates to any settlement of material disputes violation or material litigation, other than (x) releases immaterial in nature default by the Sellers or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which the Acquired Companies do not or, to Sellers’ knowledge, any other party, under any Designated Contract. Any agreements entered into between the date of this Agreement and the Closing that would have been required to be listed in Section 2.13 of the Disclosure Schedule had they been in effect on the date hereof shall be referred to herein as the “Subsequent Designated Contracts.” Each Subsequent Designated Contract will, on the Closing Date, be a valid, binding and enforceable obligation of PKI, the applicable Acquired Company or the applicable Asset Seller, as the case may be, and, to Sellers’ knowledge, of each other party thereto (except as the foregoing may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief, and other equitable remedies and those providing for equitable defenses). None of the Sellers or the Acquired Companies or, to Sellers’ knowledge, any continuing other party, will, on the Closing Date, be in material financial obligations breach or liabilitiesmaterial violation of, or material default under, any such Subsequent Designated Contract; and to Sellers’ knowledge, no event will have occurred, and no circumstance or condition will exist, in each case on the Closing Date, that (with or without notice or lapse of time) would reasonably be expected to result in a material breach, material violation or material default by the Sellers or the Acquired Companies or, to Sellers’ knowledge, any other party, under any Subsequent Designated Contract.

Contracts. (a) Schedule 3.11(a) The section of the Parent Seller Disclosure Schedules sets forth, as Schedule corresponding to this Section 3(b)(xv) lists the following contracts and other agreements to which either of the date hereof, a list of the following Contracts to which any Acquired Company Targets is a party or by which their respective assets are bound (the “Material Contracts”):party: (iA) any Contract under which the remaining amounts to be paid partnership, joint venture or received by any Acquired Company would reasonably be expected to exceed $1,500,000 in any twelve-month period, other than any Contract with another Acquired Company to document intercompany loans similar agreement or arrangementsarrangement; (iiB) any agreement concerning confidentiality or noncompetition; (C) any agreement with the Seller or an Affiliate of the Seller (other than between the Targets); (D) any employment agreement or change in control agreement with any of its directors, officers or employees; (E) any collective bargaining agreementsagreement; (iiiF) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations in excess indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for the borrowing of $200,000 owed by money or any Acquired Company or the guarantee thereofrelated security agreement; (ivG) all Contracts any agreement under which it has advanced or loaned any Acquired Company has guaranteed amount to any Liability of its directors, officers and employees other than the advance or reimbursement of reasonable business expenses incurred or to be incurred in the obligations ordinary course of any other Person (other another Acquired Company) in excess of $150,000business; (vH) all Contracts containing covenants made by any Acquired Company that materially limit agreement under which either of the Targets is lessee or purport to limit the ability lessor of or holds or operates any Acquired Company to compete in any line of business or with any Person or in any geographic area or sales channelreal property; (viI) any Contract with a director, officer or employee of any Acquired Company agreement under which such director, officer either of the Targets is lessee or employee is to be paid more than $350,000 per annumlessor of or holds or operates any material personal property; (viiJ) any Contract with an unaffiliated third warehouse agreement; (K) any agreement for the sale or purchase of products or services other than purchase or sale orders entered into in the ordinary course of business; (L) any agreement under which a sale of any of the Owned Premises is pending; (M) any environmental indemnity agreement for the benefit of a party other than either of the Targets; (N) any license, sublicense, agreement or permission (as licensee or licensor) with respect to any partnership, limited liability company, joint venture or similar arrangements, or any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subjectof Targets' Intellectual Property; (viiiO) any Contract for the leaseco-pack, sublease, sale, purchase tolling or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month period; (ix) any Contract that provides for the payment, increase or vesting of any benefits or compensation in connection with the transactions contemplated by this Agreementsupply agreement; or (xP) any Contract other agreement or group of related agreements with the same party involving more than $250,000 per year and not terminable by the Target that is a party thereto on 6 months' or less notice without penalty. The Seller has made available to the Buyer a correct and complete copy of each such contract or agreement. With respect to each such contract or agreement (insofar as the following relates to any settlement of material disputes or material litigation, party thereto other than a Target, to the Knowledge of the Seller): (xi) releases immaterial the contract or agreement is in nature full force and binding upon the parties thereto; (ii) no party is in breach or amountdefault, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification or acceleration, under the contract or agreement; and (yiii) settlement agreements for cash only no party has repudiated any provision of the contract or agreement. The Seller has also made available to the Buyer a written summary of the significant terms (which has been paidother than with respect to pricing and specifications) or of the letter agreement, dated June 15, 1998, by and between the Seller and Ball Corporation (z) settlement agreements under which relating to the Acquired Companies do not have any continuing material financial obligations or liabilitiessupply of cans to the Seller).

Contracts. (a) Schedule 3.11(a) 2.14 sets forth an accurate and complete list of the Parent Disclosure Schedules sets forth, all Contracts in effect as of the date hereof, a list of the following Contracts hereof to which any Acquired of the Company, any Company Subsidiary or Seller or any Affiliate thereof (but with respect to Seller and its Affiliates, only such Contracts relating to the Business) is a party or by which their respective assets are bound (the “Material Contracts”): (i) any Contract under which the remaining amounts to be paid or received by any Acquired Company would reasonably be expected to exceed $1,500,000 in any twelve-month period, other than purchase orders or standard sales orders entered into by the Company or any Contract Company Subsidiary, as applicable, in the ordinary course of business) which by its terms: (a) is not terminable at will within six months and requires future expenditures or other performance with another Acquired Company respect to document intercompany loans goods, equipment or arrangements; (ii) any collective bargaining agreements; (iii) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations services having an annual value in excess of $200,000 owed by 500,000, (b) relates to any Acquired Company Indebtedness other than Intercompany Balances or the guarantee thereof; Intracompany Obligations, (ivc) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Companyi) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit limits the ability of the Company or any Acquired of the Company Subsidiaries to compete in any line of business or with any Person or in any geographic area or sales channel; that would so limit the freedom of the Company or any of the Company Subsidiaries after the Closing or (viii) contains exclusivity obligations binding on the Company or any Contract with a directorof the Company Subsidiaries, officer (d) requires any capital commitment or employee capital expenditure (including any series of related expenditures) by the Company or the Company Subsidiaries of greater than $500,000, (e) relates to the acquisition or disposition of any Acquired Company business or assets or under which such director, officer the Company or employee is to be paid more any Company Subsidiaries has any future liability greater than $350,000 per annum; (vii) any Contract with an unaffiliated third party 500,000 with respect to an “earn-out,” contingent purchase price, deferred purchase price or similar contingent payment obligation, or any indemnification obligation, (f) constitutes a contract or agreement with any officer, employee, director, stockholder or other Affiliate of the Company (other than (x) Company Benefit Plans and Seller Benefit Plans and (y) Affiliate contracts that have been terminated prior to the Closing without any additional liability to any party), (g) constitutes an agreement that contains any indemnification obligations of the Company or Company Subsidiaries, or credit support relating to such indemnification obligations, other than any of such indemnification obligations or credit support incurred in the ordinary course of business or that require credit support or indemnification obligations of less than $500,000, (h) is an Intellectual Property Contract that is material to the Business (excluding Intellectual Property Contracts for commercially available off-the-shelf Software that is not the subject of a negotiated agreement and excluding Contracts for which the aggregate amounts payable to or by the Company or the Company Subsidiaries related to such Contract are less than $250,000), (i) reflects any partnership, limited liability company, joint venture or similar arrangementsagreement or arrangement, or (j) is a Real Property Lease covering real property in excess of 25,000 rentable square feet (the Contracts described in clauses (a) through (j), the “Material Contracts”). Seller has made available to Investor a true and complete copy of (x) each Material Contract (including all modifications and amendments thereto and written waivers thereunder) and (y) all form purchase orders or contracts of the Company or any shareholdersCompany Subsidiary that are material to the business of the Company and the Company Subsidiaries, voting taken as a whole. Except as would not, individually or similar in the aggregate, reasonably be expected to have a Material Adverse Effect, each Material Contract to which the Company, any Acquired Company Subsidiary or Seller (or any Affiliate thereof), as applicable, is a party is in full force and effect in accordance with its respective terms. Each Material Contract is valid, binding and enforceable against the Company, a Company Subsidiary or Seller (or any Affiliate thereof), as applicable, and, to the Knowledge of Seller, each other party thereto in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity) and except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Company and the Company Subsidiaries, taken as a whole. None of the Company, any Company Subsidiary or Seller (or any Affiliate thereof) is in default, violation or breach in any material respect under (or, to the Knowledge of Seller, is alleged to be in default or breach in any material respect under) any such Material Contract to which it is a party, or has within the last 12 months provided or received written notice of any intention to terminate any such Material Contract. To the Knowledge of Seller, no event or circumstance has occurred and is continuing that constitutes or, with notice or the passage of time or both, would constitute, a default, violation or breach in any respect under any such Material Contract by which any Acquired Company is bound party thereto, or result in a termination thereof or would cause or permit the acceleration of or other changes of or to which any Acquired right or obligation or the loss by the Company, any Company is subject; Subsidiary or Seller (viiior any Affiliate thereof) of any Contract benefit thereunder, in each case, except for such defaults, breaches, violations terminations, accelerations or changes as would not, individually or in the leaseaggregate, sublease, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month period; (ix) any Contract that provides for the payment, increase or vesting of any benefits or compensation in connection with the transactions contemplated by this Agreement; or (x) any Contract that relates to any settlement of material disputes or material litigation, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which the Acquired Companies do not have any continuing material financial obligations or liabilitiesa Material Adverse Effect.

Contracts. (a) Schedule 3.11(a) Except for this Agreement and the Other Transaction Agreements, neither Trident, nor any of the Parent Disclosure Schedules sets forthits Assets, rights, properties or Subsidiaries, as of the date hereof, a list of the following Contracts to which any Acquired Company is a party to or by which their respective assets are bound (the “Material Contracts”):by: (i) any Contract “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) as such term would be applied to the Fountain Business as if a separate entity which was subject to the remaining amounts to be paid reporting requirements of Section 13(a) or received by any Acquired Company would reasonably be expected to exceed $1,500,000 in any twelve-month period, other than any Contract with another Acquired Company to document intercompany loans or arrangements15(d) of the Exchange Act; (ii) any collective bargaining agreementsnon-competition Contract or other Contract that is related to the Fountain Business and purports to limit in any material respect either the type of business in which Trident or any of its Subsidiaries and, for the avoidance of doubt, following the Fountain Distribution Date and Effective Time, Fountain or any of its Subsidiaries or any of their respective Affiliates may engage or the manner or geographic area in which any of them may so engage in any business or contains any material exclusivity or non-solicitation provisions; (iii) all Contracts which relate any Contract that limits or otherwise restricts the ability of Fountain or any of its Subsidiaries to Indebtedness under which any Acquired Company has outstanding obligations in excess of $200,000 owed by any Acquired Company pay dividends or the guarantee thereofmake distributions to its shareholders; (iv) all Contracts any material partnership, joint venture or similar Contract relating to the Fountain Business; (v) any Contract, or series of related Contracts, under which Fountain or any Acquired Company has guaranteed Fountain Sub is or may be liable for indebtedness for borrowed money (which, for the avoidance of doubt, shall not be deemed to include any Liability or the obligations of any other Person (other another Acquired Companycapital leases) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit the ability of any Acquired Company to compete in any line of business or with any Person 25 million, individually or in the aggregate, excluding Contracts relating to indebtedness for borrowed money owed to any geographic area or sales channel;member of the Trident Group that will be terminated prior to the Effective Time; or (vi) any Contract that relates to a material collective bargaining or similar labor Contract which covers any employees of Trident or its Affiliates engaged in work related to the Fountain Business, including any Fountain Employees. (b) All Contracts of the type described in this Section 2.09 and any other such Contracts that may be entered into by Trident or any Subsidiary of Trident after the date hereof and prior to the Effective Time in accordance with Section 4.01 are referred to herein as “Fountain Material Contracts.” As of the date of this Agreement, complete and correct copies (including all material amendments, modifications, extensions or renewals with respect thereto) of all Fountain Material Contracts existing as of the date of this Agreement have been provided to Patriot. (c) Each Fountain Material Contract is a directorlegal, officer valid and binding obligation of, and enforceable against, Trident or employee any Subsidiary of any Acquired Company under which Trident that is a party thereto, and, to the Knowledge of Trident, each other party thereto, and is in full force and effect in accordance with its terms, except for (i) terminations or expirations at the end of the stated term in the ordinary course of business consistent with past practice or (ii) such director, officer or employee is failures to be paid more than $350,000 per annum; (vii) any Contract with an unaffiliated third party with respect to any partnershiplegal, limited liability company, joint venture or similar arrangements, or any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound valid and binding or to which any Acquired Company is subject; (viii) any Contract for the lease, sublease, sale, purchase or other occupancy right with respect to real property that is still be in full force and effect and, individually, could as would not reasonably be expected to result have, individually or in payments by any Acquired Company the aggregate, a Fountain Business MAE, in excess each case subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of $250,000 in any twelve-month period;creditors’ rights generally and rules of Law governing specific performance, injunctive relief and other equitable remedies. (ixd) any Contract that provides for the payment, increase or vesting Trident and each of any benefits or compensation in connection with the transactions contemplated by this Agreement; or (x) any Contract that relates its Subsidiaries which is a party to any settlement Fountain Material Contract is, and, as of material disputes the Fountain Distribution Date and the Effective Time, Fountain and each Fountain Sub which is a party to any Fountain Material Contract will be, in compliance with all terms and requirements of each Fountain Material Contract, and no event has occurred that, with notice or material litigationthe passage of time, or both, would constitute a breach or default by Trident or any of its Subsidiaries or Fountain or any of its Subsidiaries (as the case may be) under any such Fountain Material Contract and, to the Knowledge of Trident, no other than party to any Fountain Material Contract is in breach or default (xnor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) releases immaterial under any Fountain Material Contract, except in nature each case where such violation, breach, default or amountevent of default would not reasonably be expected to have, (y) settlement agreements for cash only (which has been paid) individually or (z) settlement agreements under which in the Acquired Companies do not have any continuing material financial obligations or liabilitiesaggregate, a Fountain Business MAE.

Contracts. (a) Schedule 3.11(aSection 3.9(a) of the Parent Company Disclosure Schedules sets forthSchedule identifies each Contract to which any Acquired Company is a party, or by which it is bound, that constitutes a Material Contract as of the date hereofof this Agreement. For purposes of this Agreement, a list each of the following Contracts to which any Acquired Company is a party or by which their respective assets are it is bound as of the date of this Agreement (the other than any Employee Plan) constitutes a “Material ContractsContract”):: (i) any Contract under which the remaining amounts to be paid that is a settlement, conciliation or received similar agreement with or approved by any Governmental Body and pursuant to which (A) an Acquired Company would reasonably will be expected required after the date of this Agreement to exceed $1,500,000 in pay any twelve-month period, other than any Contract with another monetary obligations or (B) that contains material obligations or limitations on such Acquired Company to document intercompany loans or arrangementsCompany’s conduct; (ii) any collective bargaining agreements; Contract (iiiA) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations in excess of $200,000 owed by any Acquired Company materially limiting the freedom or the guarantee thereof; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit the ability right of any Acquired Company to compete engage in any line of business or to compete with any other Person or in any geographic area location or sales channelline of business, (B) containing any “most favored nations” terms and conditions (including with respect to pricing) granted by any Acquired Company, or (C) containing exclusivity obligations or otherwise materially limiting the freedom or right of any Acquired Company to sell, distribute or manufacture any products or services for any other Person; (iii) any Contract that requires by its terms or is reasonably expected to require the payment or delivery of cash or other consideration to any Acquired Company in an amount having a value in excess of $2,000,000 in the fiscal year ending December 31, 2017, or by any Acquired Company in an amount having a value in excess of $2,000,000 in the fiscal year ending December 31, 2017, and in each case which cannot be cancelled by such Acquired Company without penalty without more than ninety (90) days’ notice; (iv) any Contract relating to (A) the pricing or reimbursement terms for any Key Product, (B) the distribution of any Key Product (for the avoidance of doubt, excluding any Contract solely in respect of courier services), or (C) the purchase from any Acquired Company of any Key Product; (v) any Contract relating to Indebtedness in excess of $500,000 (whether incurred, assumed, guaranteed or secured by any asset) of any Acquired Company; (vi) any Contract with any Person constituting a directormaterial joint venture, officer partnership or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annumsimilar profit sharing arrangement; (vii) any Contract with that by its express terms requires an unaffiliated third party with respect to any partnership, limited liability company, joint venture or similar arrangementsAcquired Company, or any shareholderssuccessor to, voting or similar Contract acquirer of, an Acquired Company, to which make any payment to another Person as a result of a change of control of such Acquired Company is (a party, by which any Acquired Company is bound “Change of Control Payment”) or gives another Person a right to which any Acquired Company is subjectreceive or elect to receive a Change of Control Payment; (viii) any Contract for that prohibits the leasedeclaration or payment of dividends or distributions in respect of the capital stock of an Acquired Company, sublease, sale, purchase the pledging of the capital stock or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any equity interest of an Acquired Company in excess or the issuance of $250,000 in any twelve-month periodguaranty by an Acquired Company; (ix) any Contract that provides for the payment, increase or vesting of In-bound License and any benefits or compensation in connection with the transactions contemplated by this Agreement; orOut-bound License; (x) any Contract pursuant to which the Company has continuing obligations or interests involving (A) “milestone” or other similar contingent payments, including upon the achievement of regulatory or commercial milestones which would result in a payment in excess of $2,000,000, or (B) payment of royalties or other amounts calculated based upon any revenues or income of the Company, in each case that cannot be terminated by the Company without penalty without more than sixty (60) days’ notice without material payment or penalty; (xi) each acquisition or divestiture Contract that contains continuing representations, covenants, indemnities or other obligations (including “earn out” or other contingent payment obligations); (xii) any Contract that relates to any settlement swap, forward, futures, or other similar derivative transaction with a notional value in excess of $500,000; (xiii) any Contract between the Company and any Governmental Body; (xiv) any other Contract that is currently in effect and has been filed (or is required to be filed) by the Company as an exhibit pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; and (xv) any Contract (A) with any Affiliate, director, executive officer (as such term is defined in the Exchange Act), Person holding 5% or more of the Shares, or, to the knowledge of the Company, any Affiliate (other than the Company) or immediate family member of any of the foregoing or (B) in which any of the foregoing Persons has a direct or indirect material disputes financial interest. (b) The Company has either delivered or made available to Parent an accurate and complete copy of each Material Contract or has publicly made available such Material Contract in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. No Acquired Company nor, to the knowledge of the Company as of the date of this Agreement, any other party is in material breach of, or material litigationdefault under, any Material Contract and no Acquired Company, or to the knowledge of the Company, any other than (x) releases immaterial in nature party to a Material Contract has taken or amountfailed to take any action that with or without notice, (y) settlement agreements for cash only (which has been paid) lapse of time or (z) settlement agreements both would constitute a material breach of or material default under which any Material Contract. Each Material Contract is, with respect to the Acquired Companies do and, to the knowledge of the Company, each other party thereto, a valid and binding agreement in full force and effect, enforceable in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Since January 1, 2017 and through the date of this Agreement, the Acquired Companies have not have received any continuing written notice regarding any material financial obligations violation or liabilitiesbreach or default under any Material Contract that has not since been cured.

Contracts. (a) Schedule 3.11(aSection 3.9(a) of the Parent Company Disclosure Schedules sets forthSchedule identifies each Contract to which any Company Entity is a party, or by which it or its properties or assets are bound, that constitutes a Material Contract as of the date hereofof this Agreement. For purposes of this Agreement, a list each of the following Contracts to which any Acquired Company Entity is a party or by which their respective it or its properties or assets are bound (as of the date of this Agreement constitutes a “Material ContractsContract”):: (i) any Contract under that is a settlement, conciliation or similar agreement between the Company and any Governmental Body and pursuant to which (A) a Company Entity will be required after the remaining amounts date of this Agreement to be paid pay any monetary obligations or received by (B) that contains material obligations or limitations on any Acquired Company would reasonably be expected to exceed $1,500,000 in any twelve-month period, other than any Contract with another Acquired Company to document intercompany loans or arrangementsEntity’s conduct; (ii) any collective bargaining agreements; (iii) all Contracts which relate to Indebtedness under which Contract between a Company Entity and any Acquired Company has outstanding obligations in excess of $200,000 owed by any Acquired Company or the guarantee thereof; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other third Person (other another Acquired CompanyA) in excess materially limiting the freedom or right of $150,000; (v) all Contracts containing covenants made by any Acquired a Company that materially limit or purport Entity to limit the ability of any Acquired Company to compete engage in any line of business or to compete with any other Person or in any geographic area location or sales channelline of business, (B) containing any “most favored nations” terms and conditions (including with respect to the pricing of any product) granted by the Company, (C) containing exclusivity obligations or otherwise materially limiting the freedom or right of any Company Entity to sell, distribute or manufacture any products or services for any other Person, or (D) with respect to the design, development, delivery, use, marketing, distribution, licensing out or otherwise exploiting of any Company product or Company IP, anywhere in the world; (iii) any Contract that requires by its terms, or is reasonably expected to require, the payment or delivery of cash or other consideration to any Company Entity in an amount having an expected value in excess of $500,000 in the fiscal year ending December 31, 2023 or by any Company Entity in an amount in excess of $500,000 in the fiscal year ending December 31, 2023 and in each case (A) which cannot be cancelled by any Company Entity without penalty or further payment without more than ninety (90) days’ notice and (B) excluding commercially available off-the shelf software licenses and Software-as-a-Service offerings; (iv) any Contract relating to Indebtedness, in each case, involving an aggregate principal amount in excess of $500,000 (whether incurred, assumed, guaranteed or secured by any asset); (v) any Contract between any Company Entity and any third Person constituting a joint venture, collaboration, partnership or similar revenue sharing arrangement; (vi) any Contract with a director, officer that prohibits or employee requires the declaration or payment of dividends or distributions in respect of the capital stock of any Acquired Company under which such directorEntity, officer the pledging of the capital stock or employee is to be paid more than $350,000 per annumother equity interests of any Company Entity or the issuance of any guaranty by any Company Entity; (vii) any Contract with an unaffiliated third party with respect to any partnership, limited liability company, joint venture or similar arrangements, or any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is (A) In-bound or to which any Acquired Company is subjectLicense and (B) Out-bound License; (viii) any Contract for with any Affiliate, director, executive officer (as such term is defined in the leaseExchange Act), subleasePerson holding 5% or more of the Shares, saleor, purchase to the knowledge of the Company, any Affiliate (other than the Company) or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by immediate family member of any Acquired Company in excess of $250,000 in any twelve-month periodthe foregoing; (ix) any other Contract that provides for is currently in effect and has been filed (or is required to be filed) by the payment, increase Company as an exhibit pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or vesting that would be required to be disclosed under Item 404 of any benefits or compensation in connection with Regulation S-K under the transactions contemplated by this Agreement; orSecurities Act; (x) any Real Property Lease; (xi) any Contract that relates to the acquisition or disposition of any settlement 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, exclusive license or otherwise), or that contains a right of first negotiation, right of first refusal, ongoing royalty or milestone payment obligations, earnout payments, ongoing indemnification obligations or other similar rights; (xii) any Contract with any Governmental Body under which payments in excess of $500,000 were received by any Company Entity in the most recently completed fiscal year; (xiii) each Contract to which any Company Entity is a party pursuant to which such Company Entity has continuing guarantee, “earn-out”, installment or similar contingent payment obligations (other than indemnification or performance guarantee obligations provided for in the ordinary course of business), including (A) milestone or similar payments, including upon the achievement of regulatory or commercial milestones, or (B) payment of royalties or other amounts calculated based upon any revenues or income of any Company Entity, in each case that could result in payments in excess of $500,000; (xiv) each management or employment Contract between any Company Entity or (other than employment offer letters entered into in the ordinary course) any individual service provider of any Company Entity with total annual fees that equals or exceeds $500,000; (xv) any severance, retention, transaction bonus, change in control or other similar Contract between the Company Entities and any Company Associate; (xvi) any Contract relating to any material disputes distribution, supply, manufacturing, development, production or other similar collaborative arrangement with a third party, in each case that involves annual payments to or by any Company Entity greater than $500,000; and (xvii) any Contract, the primary purpose of which is to provide for indemnification or guarantee of the obligations of any other Person that would be material litigationto any Company Entity, other than any such Contracts entered into in the ordinary course of business. (xb) releases immaterial As of the date of this Agreement, the Company has either delivered or made available to Parent a copy of each Material Contract or has publicly made available such Material Contract in nature the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. Neither the Company, its Subsidiary nor, to the knowledge of the Company, any other party thereto is in material breach of, or amountmaterial default under, (y) settlement agreements for cash only (any Material Contract and neither the Company, its Subsidiary nor, or to the knowledge of the Company, any other party to a Material Contract has taken or failed to take any action that with or without notice, lapse of time or both would constitute a material breach of or material default under any Material Contract. Each Material Contract is, with respect to the Company Entities and, to the knowledge of the Company, each other party thereto, a valid and binding agreement in full force and effect, enforceable in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Since January 1, 2021, the Company has not received any written notice regarding any material violation or breach or default under any Material Contract that has not since been cured. No Company Entity has waived in writing any rights under any Material Contract, the waiver of which has been paid) or (z) settlement agreements under which would be material to the Acquired Companies do not have any continuing material financial obligations or liabilitiesCompany Entities.

Contracts. (a) Schedule 3.11(aSection 4.17(a) of the Parent Company Disclosure Schedules sets forthLetter identifies each Contract to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries is bound, that constitutes a Company Material Contract as of the date hereofof this Agreement. For purposes of this Agreement, a list each of the following Contracts to which the Company or any Acquired Company its Subsidiaries is a party or by which their respective assets are it is bound (as of the date of this Agreement constitutes a “Company Material ContractsContract”):: (i) any Contract under which the remaining amounts to be paid that is a settlement, conciliation or received similar agreement with or approved by any Acquired Governmental Entity and pursuant to which (A) the Company would reasonably or any of its Subsidiaries will be expected required after the date of this Agreement to exceed $1,500,000 in pay any twelve-month period, other than any Contract with another Acquired monetary obligations or (B) that contains material obligations or limitations on the conduct of the Company to document intercompany loans or arrangementsits Subsidiaries; (ii) any collective bargaining agreements; Contract (iiiA) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations in excess by its terms limiting the freedom or right of $200,000 owed by any Acquired the Company or the guarantee thereof; (iv) all Contracts under which any Acquired Company has guaranteed any Liability of its Subsidiaries or the obligations of any other Person (other another Acquired Company) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport Affiliates to limit the ability of any Acquired Company to compete engage in any line of business or to compete with any other Person in any location or line of business, (B) containing any “most favored nations” terms and conditions (including with respect to pricing) granted by the Company or any of its Subsidiaries, or (C) containing exclusivity obligations or otherwise limiting the freedom or right of the Company or any of its Subsidiaries or Affiliates to sell, distribute or manufacture any products or services for any other Person; (iii) any Contract that requires by its terms or is reasonably expected to require the payment or delivery of cash or other consideration to the Company or any of its Subsidiaries in an amount having an expected value in excess of $100,000 in the fiscal year ending December 31, 2023 or by the Company or any of its Subsidiaries in an amount having an expected value in excess of $100,000 in the fiscal year ending December 31, 2023 and in each case which cannot be cancelled by the Company or its Subsidiaries without penalty or further payment without more than ninety (90) days’ notice; (iv) any Contract relating to Indebtedness for borrowed money in excess of $100,000 (whether incurred, assumed, guaranteed or secured by any asset) of the Company or any of its Subsidiaries or creating any material Liens with respect to any assets of the Company or any of its Subsidiaries; (v) any Contract with any Person constituting a joint venture, collaboration, partnership or in similar profit sharing arrangement or requiring any geographic area Person to develop or sales channelcommercialize any product, technology or service; (vi) any Contract with (excluding any Company Plan) that by its express terms requires the Company or any of its Subsidiaries, or any successor to, or acquirer of, the Company or any of its Subsidiaries, to make any payment to another Person as a directorresult of a change of control of the Company or any of its Subsidiaries, officer as applicable (a “Company Change of Control Payment”) or employee gives another Person a right to receive or elect to receive a Company Change of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annumControl Payment; (vii) any Contract with an unaffiliated third party with that prohibits the declaration or payment of dividends or distributions in respect to any partnership, of the limited liability companycompany interests, joint venture capital stock or similar arrangementsother equity interests of the Company or its Subsidiaries, the pledging of the limited liability company interests, capital stock or other equity interests of the Company or its Subsidiaries or the issuance of any guaranty by the Company or any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subjectof its Subsidiaries; (viii) any Contract for material (A) in-bound license (other than Commercially Available Software) and (B) out-bound license of Intellectual Property Rights (other than non-exclusive licenses granted by the lease, sublease, sale, purchase Company or other occupancy right with respect to real property that is still any of its Subsidiaries in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess the ordinary course of $250,000 in any twelve-month periodbusiness); (ix) any Contract that provides for relating to capital expenditures and requiring payments after the payment, increase or vesting date of any benefits or compensation this Agreement in connection with the transactions contemplated by this Agreement; orexcess of $100,000 pursuant to its express terms; (x) any Contract relating to the disposition or acquisition of assets or rights (including equity interests) except for sales of inventory in the ordinary course of business; (xi) any Contract pursuant to which the Company or any of its Subsidiaries leases or subleases any material real property; (xii) any Contract with any Person, including any financial advisor, broker, finder, investment banker or other Person, providing advisory services to the Company in connection with this Agreement and the transactions contemplated hereby; (xiii) any Contract containing any royalty, dividend or similar arrangement based on the revenues or profits of the Company or any of its Subsidiaries; or (xiv) any Contract requiring payment by or to the Company or any of its Subsidiaries after the date of this Agreement in excess of $100,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that relates contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any settlement pre-clinical or clinical development activities of material disputes the Company or material litigationany of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, collaboration, development or other than (x) releases immaterial agreement currently in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements force under which the Acquired Companies do Company or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which the Company or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not have be owned, in whole or in part, by the Company or any continuing of its Subsidiaries; or (D) license granted to any third party to manufacture or produce any product, service or technology of the Company or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of the Company or any of its Subsidiaries, in each case, except for Contracts entered into in the ordinary course of business consistent with past practice; (xv) any Contract granting a right of first refusal, right of first offer, or similar right with respect to any assets of a Person or that contains any provision requiring the purchase of all or a material financial portion of requirements for a given product or service from another Person; or (xvi) any other Contract that is currently in effect and would be required to be filed by the Company as an exhibit pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act (assuming in each case such requirements were applicable to the Company). (i) Each Company Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the Knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, subject to the Enforceability Exceptions; (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 Company Material Contract; and (iii) there is no material default under any Company Material Contract by the Company or liabilitiesany of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, and to the Company’s Knowledge, no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a material default on the part of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto under any such Company Material Contract, nor has the Company or any of its Subsidiaries received any written notice of any such material default, event or condition. The Company has furnished or made available to Parent true and complete copies of all Company Material Contracts, including all amendments thereto.

Contracts. (a) Schedule 3.11(aSection 4.10(a) of the Parent Company Disclosure Schedules sets forth, Schedule identifies each Company Contract that constitutes a Material Contract as of the date hereof, a list Agreement Date. Each of the following Company Contracts shall be deemed to which any Acquired Company is constitute a party or by which their respective assets are bound (the “Material Contracts”):Contract” for purposes of this Agreement: (i) any Company Contract under which that requires by its terms or is reasonably likely to require the remaining amounts payment or delivery of cash or other consideration by or to be paid the Company or received by any Acquired Company would reasonably be of its Subsidiaries in an amount having an expected to exceed value in excess of $1,500,000 350,000 in the fiscal year ending December 31, 2021 or in any twelve-month period, fiscal year thereafter and cannot be cancelled by the Company or any of its Subsidiaries without penalty or further payment without more than ninety (90) days’ notice (other than any Contract with another Acquired Company payments for services rendered to document intercompany loans or arrangementsthe date), excluding commercially available off-the-shelf software licenses and Software-as-a-Service offerings, generally available patent license agreements entered into in the ordinary course of business and non-exclusive outbound licenses entered into in the ordinary course of business; (ii) any collective bargaining agreementsCompany Contract pursuant to which the Company or any of its Subsidiaries has contingent obligations that upon satisfaction of certain conditions precedent will result in the payment by the Company or any of its Subsidiaries of more than $350,000 in the aggregate in the fiscal year ending December 31, 2021 or in any fiscal year thereafter, in either milestone payments or royalties, upon (A) the achievement of regulatory or commercial milestones or (B) the receipt of revenue or income based on product sales; (iii) all Contracts any Company Contract (A) limiting the freedom or right of the Company or any of its Subsidiaries, in any material respect, to engage in any line of business, to make use of any material Company IP or to compete with any other Person in any location or line of business, (B) containing any “most favored nations” terms and conditions (including with respect to pricing) granted by the Company or any of its Subsidiaries or (C) containing exclusivity obligations or restrictions or otherwise materially limiting the freedom or right of the Company or any of its Subsidiaries: (1) to sell, distribute or manufacture any products or services or any technology or other assets to or for any other Person, or (2) to acquire or obtain any products or services from any other Person; (iv) any Company Contract constituting a joint venture, partnership or similar profit-sharing arrangement; (v) any Company Contract constituting a Company Employee Agreement pursuant to which relate the Company or any of its Subsidiaries is or may become obligated to Indebtedness under which (A) make any Acquired severance, termination, or similar payment to any Company has outstanding obligations Associate or any spouse or heir of any Company Associate except for severance, termination or similar payments that do not exceed $200,000 in cash per beneficiary or that is required by applicable Laws, (B) make any bonus, deferred compensation or similar payment (other than payments constituting base salary, bonuses or commissions paid in the ordinary course of business or in accordance with past performance or a Company Employee Agreement) in excess of $200,000 owed by to any Acquired Company Associate, or (C) grant or accelerate the guarantee thereof; (iv) all Contracts under which vesting of, or otherwise modify, any Acquired Company has guaranteed any Liability Stock Award other than accelerated vesting provided in the Company Equity Plans or the obligations of any other Person (other another Acquired Company) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit the ability of any Acquired Company to compete in any line of business or with any Person or in any geographic area or sales channelEmployee Agreement; (vi) any Company Contract with a any Affiliate, director, executive officer (as such term is defined in the Exchange Act), holder of 5% or employee more of Shares, or to the Knowledge of the Company, any Acquired of their Affiliates (other than the Company under which such director, officer and its Subsidiaries) or employee is immediate family members (other than offer letters that can be terminated at will without severance obligations and Company Contracts pursuant to be paid more than $350,000 per annumCompany Stock Awards); (vii) any Contract with an unaffiliated third party with respect Company Contract, that is currently in effect and under which there remain material executory obligations, that relates to the acquisition or disposition of any partnershipmaterial business, limited liability company, joint venture a material amount of stock or similar arrangements, assets of any Person or any shareholdersreal property (whether by merger, voting sale of stock, sale of assets or similar Contract to which otherwise) but excluding any Acquired Company is a partytransfer agreements, by which any Acquired Company is bound or to which any Acquired Company is subjectservices agreements, clinical trial agreements and non-exclusive licenses granted in the ordinary course of business; (viii) any Company Contract for with any Governmental Body, other than any Company Contract, authorization, approval or program under which the leaseCompany or any of its Subsidiaries, subleasedirectly or indirectly, sale(A) receives refunds, purchase rebates, repayments, reimbursements or other occupancy right similar payments from or (B) makes any payments to, in each case, any Governmental Body in connection with respect to real property that is still in effect andMedicare and any similar federal, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month periodstate or local governmental programs; (ix) any Company Contract that provides for is a settlement, conciliation or similar agreement with or approved by any Governmental Body: (A) pursuant to which the payment, increase Company or vesting any of its Subsidiaries will be required after the Agreement Date to pay any benefits monetary obligations or compensation in connection with (B) that contains material obligations or limitations on the transactions contemplated by this Agreement; orCompany’s or any of its Subsidiaries’ conduct; (x) any Company Contract relating to Indebtedness in excess of $1,000,000 (whether incurred, assumed, guaranteed or secured by any asset) of the Company or any of its Subsidiaries; (xi) any hedging, swap, derivative or similar Company Contract; and (xii) any other Company Contract that relates is currently in effect and has been filed (or is required to be filed) by the Company as an exhibit pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act. (b) As of the Agreement Date, the Company has either delivered or made available to Parent or Parent’s Representatives an accurate and complete copy of each Material Contract or has publicly made available such Material Contract in the Electronic Data Gathering, Analysis and Retrieval (E▇▇▇▇) database of the SEC. Neither the Company, any settlement of its Subsidiaries nor, to the Knowledge of the Company, the other party is in material disputes breach of or material litigationdefault under any Material Contract and, neither the Company, any of its Subsidiaries, nor, to the Knowledge of the Company, the other than party has taken or failed to take any action that with or without notice, lapse of time or both would constitute a material breach of or material default under any Material Contract. Each Material Contract is, with respect to the Company or any of its Subsidiaries and, to the Knowledge of the Company, the other party, a valid agreement, binding, and in full force and effect. To the Knowledge of the Company, each Material Contract is enforceable by the Company or its Subsidiaries in accordance with its terms, subject to (xi) releases immaterial Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Since January 1, 2020 through the Agreement Date, neither the Company nor any of its Subsidiaries have received any written notice regarding any violation or breach or default under any Material Contract that has not since been cured, except for violations or breaches that are immaterial. Neither the Company nor any of its Subsidiaries have waived in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements writing any material rights under which the Acquired Companies do not have any continuing material financial obligations or liabilitiesMaterial Contract.

Contracts. (a) Schedule 3.11(aSection 3.11(a)(i) of the Parent Company Disclosure Schedules Schedule sets forth, as forth a correct and complete list of each of the date hereof, a list Contracts with the Material Suppliers (including verbal agreements which shall be identified as such in Section 3.11(a)(i) of the following Contracts Company Disclosure Schedule) to which the Company or any Acquired Company of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respective assets or properties are bound (and any amendments, supplements and modifications thereto) (collectively, the “Material Supplier Contracts”). Except as set forth on Section 3.11(a)(ii) or Section 3.11(b)(xix) of the Company Disclosure Schedule, there is no Material Supplier Contract, or to the Knowledge of the Company, any other Contract (including any binding purchase order) to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respective assets or properties are bound, that has an aggregate future liability by the Company or any of its Subsidiaries to any Person in excess of $375,000 per year and that is not terminable by the Company or any of its Subsidiaries by notice of not more than 30 days for a cost (including any premium, penalty, inventory purchase obligation or any other financial obligation) of not more than $375,000. (b) Section 3.11(b) of the Company Disclosure Schedule sets forth, by category, a correct and complete list of each of the following Contracts (including verbal agreements which shall be identified as such in Section 3.11(b) of the Company Disclosure Schedule) to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respective assets or properties are bound (and any amendments, supplements and modifications thereto): (i) any Contract under which the remaining amounts to be paid collective bargaining agreement or received by any Acquired Company would reasonably be expected to exceed $1,500,000 in any twelve-month period, other than any Contract with another Acquired Company to document intercompany loans any labor organization, union or arrangementsassociation; (ii) Contract including any collective bargaining agreements; (iii) all Contracts which relate covenant not to Indebtedness under which compete or any Acquired Company has outstanding obligations in excess other restriction that limits the freedom of $200,000 owed by any Acquired the Company or the guarantee thereof; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport its Subsidiaries to limit the ability of any Acquired Company to compete engage in any line of business or with any Person or in any geographic area or sales channellocation (excluding any radius based restrictions in any Leases), compete with any person, solicit or hire any person or that otherwise has the effect of restricting in any material respect the Company, any of its Subsidiaries or their respective Representatives (acting on behalf of the Company or any of its Subsidiaries) from the development, manufacture, marketing or distribution of the products and services of the Company or any of its Subsidiaries, including non-competition non-solicitation and standstill obligations, exclusivity rights and “most favored nation” provisions; (iii) Contract that involves a license to (or a requirement to license to) or from a third person, or giving (or a requirement to give) or receiving a covenant not to ▇▇▇ or immunity to or from any third person, as to any Intellectual Property, including any Company Intellectual Property, or otherwise relating to the licensing, acquisition, development, disposition, appropriation, exploitation or the nondisclosure of any Intellectual Property, other than non-exclusive inbound license agreements relating to commercially available off the shelf Software licensed to the Company in object code form; (iv) Contract between the Company or its Subsidiaries, on the one hand, and (A) any Seller or any Related Person of any Seller (other than the Company or any of its Subsidiaries) or (B) any officer, director, manager, or employee of the Company or any of its Subsidiaries, any Seller or any Related Person of any Seller, on the other hand; (v) lease (including the Leases), sublease or similar Contract with any Person under which the Company or any of its Subsidiaries (A) is a lessee, sublessee, licensee, occupant or user of any property or premise or (B) is a lessor, sublessor or licensor of, or makes available for use to any Person, (1) any Company Property or (2) any portion of any premises otherwise occupied or used by the Company or any of its Subsidiaries in the current conduct of its business; (vi) any lease, sublease or similar Contract with a director, officer or employee of any Acquired Company Person under which (A) the Company or any of its Subsidiaries is lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any Person or (B) the Company or any of its Subsidiaries is 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 in the operations of its business, in any such directorcase under (A) or (B), officer that is not terminable by the Company or employee is to be paid any of its Subsidiaries by notice of not more than 60 days for a cost (including any premium or penalty) of more than $350,000 per annum250,000; (vii) Contract under which the Company or any Contract with an unaffiliated third party with respect to of its Subsidiaries has borrowed any partnership, limited liability company, joint venture or similar arrangementsmoney from, or issued any shareholdersnote, voting bond, debenture or similar Contract other evidence of Indebtedness to, any Person (other than the Company or any of its Subsidiaries) or any other note, bond or debenture (other than in favor of the Company or any of its Subsidiaries) to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subjectthe extent outstanding as of the date of this Agreement; (viii) Contract (including any Contract so-called take-or-pay or keepwell agreements) under which (A) any Person including the Company or any of its Subsidiaries has directly or indirectly guaranteed Indebtedness, liabilities or obligations of the Company or any of its Subsidiaries or (B) the Company or any of its Subsidiaries has directly or indirectly guaranteed Indebtedness, liabilities or obligations of any Person, including the Company or any of its Subsidiaries (in each case other than endorsements for the leasepurpose of collection in the Ordinary Course of Business, subleasein each case, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess the extent outstanding as of $250,000 in any twelve-month periodthe date of this Agreement); (ix) Contract under which the Company or any of its Subsidiaries has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than the Company or any of its Subsidiaries), other than advances to employees for travel and other business expenses in the Ordinary Course of Business; (x) Contract relating to the mortgaging or pledging of, or otherwise granting a Lien upon any Company Property or any other asset or securities of the Company or any of its Subsidiaries other than a Permitted Lien; (xi) (A) any indemnification agreement (i.e., an agreement with the primary purpose of providing indemnification to one or more counterparties); or (B) any other Contract (x) providing for indemnification by the Company or any of its Subsidiaries of one or more counterparties and (y) entered into outside the Ordinary Course of Business; (xii) a power of attorney granted by the Company or any of its Subsidiaries with respect to the operation of the business of the Company or any of its Subsidiaries; (xiii) a confidentiality or nondisclosure Contract between the Company or any of its Subsidiaries, on the one hand, and any other Person, on the other hand, which Contract was not made in the Ordinary Course of Business; (xiv) a Contract (including a binding sales order or other Contract) involving the obligation of the Company or any of its Subsidiaries to deliver products or services for payment of more than $250,000 or extending for a term more than 365 days from the Closing Date (unless terminable without payment or penalty upon no more than 60 days’ notice); (xv) a Contract for the sale of any material asset of the Company or any of its Subsidiaries or the grant of any preferential rights to purchase any such material asset, other than the sale of inventory by the Company or any of its Subsidiaries in the Ordinary Course of Business; (xvi) a currency exchange, interest rate exchange, commodity exchange or similar Contract; (xvii) a Contract for any joint venture, partnership or similar arrangement, or any Contract that provides involving a sharing of profits, losses, costs, or liabilities by the Company or any of its Subsidiaries with any other Person; (xviii) a Contract granting to any Person any options, rights of first refusal, first offer or co-sale or similar preferential rights to purchase any material assets, properties or securities of the Company or any of its Subsidiaries; (xix) a Contract requiring the Company or any of its Subsidiaries to purchase all or substantially all of its requirements for a particular product or service from a vendor, supplier or subcontractor or to make periodic minimum purchases of a particular product or service from a vendor, supplier or subcontractor; (xx) a Contract involving the payment, increase or vesting settlement of any benefits Proceeding or compensation threatened Proceeding (A) that (i) involves payments by the Company or any of its Subsidiaries after the Closing Date or (ii) imposes monitoring or reporting obligations on the Company or any of its Subsidiaries to any other Person after the Closing Date or (B) with respect to which conditions precedent to the settlement thereof have not been satisfied as of the Closing Date; (xxi) a Contract or other arrangement relating to any business acquisition or disposition by the Company or any of its Subsidiaries (whether by merger, asset sale, equity sale, option exercise or otherwise); (xxii) a Contract by which the Company or any of its Subsidiaries has potential liability in connection respect of any purchase price adjustment, earn-out or contingent consideration price; (xxiii) a Contract with the transactions contemplated any Governmental Entity; (xxiv) a Contract with employees, agents, consultants or advisors not cancellable at will without cost or other liability by this Agreementreason of such termination; or (xxxv) a direct Contract with a general contractor or a design professional for Company Property under development in the Ordinary Course of Business and identified on Section 3.08(a) of the Company Disclosure Schedule. (c) All Contracts set forth or required to be set forth in Section 3.11(a) and Section 3.11(b) of the Company Disclosure Schedule (the “Company Contracts”) are valid, binding and in full force and effect and are enforceable by the Company in accordance with their terms, except as limited by applicable Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. The Company has performed all material obligations required to be performed by it under the Company Contracts, and it is not (with or without notice or lapse of time, or both) in breach or default in any Contract that relates material respect thereunder and, to the Knowledge of the Company, no other party to any settlement Company Contract is (with or without notice or lapse of time, or both) in breach or default in any material disputes respect thereunder. In the past three years, the Company has not received written notice of any violation of, or failure to comply with, any term or requirement of any Company Contract. The Company has not received any written notice of the intention of any party to terminate or cancel any Company Contract. Accurate and complete copies of all Company Contracts, together with all amendments, supplements and modifications thereto, have been made available to Purchaser, except as set forth on Section 3.11(c) of the Company Disclosure Schedule. There are no ongoing renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material litigationamounts paid or payable to the Company under any Company Contracts with any Person, other than (x) releases immaterial in nature or amount, (y) settlement agreements and no such Person has made written demand to the Company for cash only (which has been paid) or (z) settlement agreements under which the Acquired Companies do not have any continuing material financial obligations or liabilitiessuch renegotiation.

Contracts. (a) Schedule 3.11(a) To the Knowledge of C/G, none of the Parent Disclosure Schedules sets forth, as of the date hereof, a list of the following Contracts to which C/G Companies nor any Acquired Company is a party or by which their respective assets are bound (the “Material Contracts”):other party (i) is in violation or breach of or in default under (nor does there exist any Contract under condition which together with the remaining amounts passage of time or the giving of notice would result in a violation or breach of, or constitute a default under, or give rise to be paid any right of termination, amendment, cancellation, acceleration or received by loss of benefits under, or result in the creation of any Acquired Company would reasonably be expected to exceed $1,500,000 in Lien upon any twelve-month period, other than of the properties or assets of any Contract with another Acquired Company to document intercompany loans or arrangements; (iiof the C/G Companies under) any collective bargaining agreements; (iii) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations in excess of $200,000 owed by any Acquired Company or the guarantee thereof; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit the ability of any Acquired Company to compete in any line of business or with any Person or in any geographic area or sales channel; (vi) any Contract with a director, officer or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annum; (vii) any Contract with an unaffiliated third party with respect to any partnership, limited liability company, joint venture or similar arrangements, or any shareholders, voting or similar Contract to which any Acquired Company of the C/G Companies is a party, by which any Acquired Company Contract is, or is bound or to which any Acquired Company is subject; (viii) any Contract for the lease, sublease, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result be, individually or in payments by any Acquired Company in excess of $250,000 in any twelve-month period; the aggregate, material to Target taken as a whole (ix) any Contract that provides for the payment, increase or vesting of any benefits or compensation in connection with the transactions contemplated by this Agreement; or (x) any Contract that relates to any settlement of material disputes or material litigation, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paida “Cypress/Garoge Contract”) or (zii) settlement agreements has otherwise failed to exercise an option under any Cypress/Garoge Contract which may adversely impact any of the Acquired C/G Companies’ rights under a Cypress/Garoge Contract, in the case of clauses (i) and (ii), except as would not be reasonably expected to be, individually or in the aggregate, material to Target taken as a whole. Each Cypress/Garoge Contract is valid and binding in all respects upon, and enforceable against, the applicable C/G Company and, to the Knowledge of C/G, each other party thereto, and is in full force and effect, subject to the Bankruptcy and Equity Exception. Except as set forth in Section 5.8(a) of the C/G Disclosure Schedule, no C/G Company has given notice to any other Person that such Person has breached, violated or defaulted under any Cypress/Garoge Contract. To the Knowledge of C/G, no other party to any such Cypress/Garoge Contract has alleged that any of the C/G Companies do is in violation or breach of or in default under any such Cypress/Garoge Contract or has notified any of the C/G Companies of an intention to modify any material terms of or not have to renew any continuing such Cypress/Garoge Contract, except where such breach, default, modification or failure to renew is not reasonably expected to be, individually or in the aggregate, material financial obligations to Target as a whole. (b) Except as disclosed in Section 5.8(b) of the C/G Disclosure Schedule, none of the C/G Companies are a party to, or liabilitiesbound by, any undischarged written or oral (i) Non- Competition Agreement or (ii) agreement not entered into in the ordinary course of business between either Cypress or Garoge and any of their respective Affiliates that are not themselves a C/G Company.

Contracts. (a) Schedule 3.11(a) of the Parent Disclosure Schedules sets forth4.11 hereto lists, as of the date hereof, a list of the following Contracts each material contract (i) to which any Acquired Company Seller is a party or by which their respective assets Seller is bound or pursuant to which the Acquired Assets are bound and (ii) which is material to the Business or financial condition of Seller (the “Material "Acquired Contracts”"), including, but not limited to, the following (provided, however, that none of the Katy Loan Documents shall be considered to be an Acquired Contract): (a) any contract (or group of related contracts) for the lease of personal property to or from any Person providing for lease payments in excess of $25,000 per annum; (b) any contract (or group of related contracts) between Seller and any Major Customer or Major Supplier; (c) any contract (or group of related contracts) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year or involve consideration in excess of $25,000; (d) any contract concerning a partnership or joint venture; (e) any contract granting to any Person a right of first refusal or option to purchase or acquire any material assets; (f) any capitalized lease, pledge, conditional sale or title retention agreement involving the payment of more than $25,000 in the aggregate; (g) any contract with a sales representative; (h) any contract (or group of related contracts, other than the Katy Loan Documents) related to Indebtedness of Seller or pursuant to which Seller has become a guarantor or surety or pledged their credit on or otherwise become responsible with respect to any undertaking of another Person; (i) any Contract under which the remaining amounts to be paid contract concerning confidentiality or received by any Acquired Company would reasonably be expected to exceed $1,500,000 noncompetition or otherwise prohibiting Seller from freely engaging in any twelve-month period, other than any Contract with another Acquired Company to document intercompany loans or arrangementsbusiness; (iij) any license, royalty or other contract relating to Intellectual Property not otherwise delivered to Buyer pursuant to Section 4.12; (k) any contract with any Governmental Entity; (l) any collective bargaining agreementsagreement or similar labor contract; (iiim) all Contracts which relate to Indebtedness any contract under which it has advanced or loaned any Acquired Company has outstanding obligations amount to any of its directors, officers, and employees; (n) any contract for the employment of any individual on a full-time, part-time, consulting, or other basis or providing severance benefits; (o) any contract (other than the Katy Loan Documents) that (A) limits or contains restrictions on the ability of Seller to declare or pay dividends on, to make any other distribution in respect of or to issue or purchase, redeem or otherwise acquire its capital stock, to incur Indebtedness, to incur or suffer to exist any Lien, to purchase and sell any assets or properties, to change the line of business in which it participates or engages or engage in any merger or business combination or (B) requires Seller to maintain specified financial ratios or levels of net worth or other indicia of financial condition; (p) any other contract (or group of related contracts) the performance of which involves consideration in excess of $200,000 owed 50,000; and (q) any enforceable agreement to do any of the foregoing described in clauses (a) through (p). Each of the Acquired Contracts is in full force and effect and constitutes the legal, valid and binding obligations of the respective parties thereto, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, applicable equitable principles or similar laws from time to time in effect affecting the enforcement of creditors' rights generally. Except as disclosed in Schedule 4.11, (i) Seller is not in default under any of the Acquired Company or Contracts, (ii) no consent of any other party to any of such Acquired Contracts is required for any of such contracts to be assigned to Buyer following the guarantee thereof; Closing, (iii) upon the consent of the required parties, if any, each Acquired Contract will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby, (iv) all Contracts under which no party has repudiated any provision of the Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000; Contract and (v) all the rights and obligations of Seller under each Acquired Contract are exclusive to Seller and are not shared with the Affiliates of Seller, or any other parties. Each of the foregoing Acquired Contracts containing covenants has been made available for review by any Acquired Company that materially limit or purport to limit Buyer. In the ability case of any Acquired Company Contract described above which is not written, Seller has provided to compete in any line Buyer a brief written description of business or with any Person or in any geographic area or sales channel; (vi) any Contract with a director, officer or employee of any such Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annum; (vii) any Contract with an unaffiliated third party with respect to any partnership, limited liability company, joint venture or similar arrangements, or any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subject; (viii) any Contract for the lease, sublease, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month period; (ix) any Contract that provides for the payment, increase or vesting of any benefits or compensation in connection with the transactions contemplated by this Agreement; or (x) any Contract that relates to any settlement of material disputes or material litigation, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which the Acquired Companies do not have any continuing material financial obligations or liabilitiesContract.

Contracts. (a) Schedule 3.11(a) For purposes of the Parent Disclosure Schedules sets forththis Agreement, as of the date hereof, a list each of the following Contracts shall be deemed to which any Acquired Company is constitute a party or by which their respective assets are bound (the “Material Contracts”):"COMPANY MATERIAL CONTRACT": (i) any Acquired Corporation Contract under which that is required by the remaining amounts rules and regulations of the SEC to be paid or received by any Acquired filed as an exhibit to the Company would reasonably be expected to exceed $1,500,000 in any twelve-month period, other than any Contract with another Acquired Company to document intercompany loans or arrangementsSEC Documents; (ii) any collective bargaining agreementsAcquired Corporation Contract relating to the employment of any employee, and any Contract pursuant to which any of the Acquired Corporations is or may become obligated to make any severance, termination, bonus or relocation payment or any other payment (other than payments in respect of salary) in excess of $100,000, to any current or former employee or director; (iii) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations in excess Corporation Contract relating to the acquisition, transfer, development, sharing or license of $200,000 owed any material Proprietary Asset (except for any Acquired Corporation Contract pursuant to which (A) any material Proprietary Asset is licensed to the Acquired Corporations under any third party software license generally available for sale to the public, or (B) any material Proprietary Asset is licensed by any of the Acquired Company or the guarantee thereofCorporations to any Person on a non-exclusive basis); (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations Corporation Contract which provides for indemnification of any other Person (other another Acquired Company) in excess of $150,000officer, director or employee; (v) all Contracts containing covenants made by any Acquired Company that materially limit Corporation Contract creating or purport relating to limit the ability any partnership or joint venture or any sharing of any Acquired Company to compete in any line of business revenues, profits, losses, costs or with any Person or in any geographic area or sales channelliabilities; (vi) any Acquired Corporation Contract with a director, officer that involves the payment or employee expenditure of $100,000 or more in any Acquired Company under which such director, officer 12-month period or employee is to be paid more than $350,000 per annum200,000 in the aggregate that may not be terminated by the applicable Acquired Corporation (without penalty) within sixty (60) days after the delivery of a termination notice by the applicable Acquired Corporation; (vii) any Acquired Corporation Contract with contemplating or involving (A) the payment or delivery of cash or other consideration in an unaffiliated third party with respect to any partnership, limited liability company, joint venture amount or similar arrangementshaving a value in excess of $100,000 in the aggregate, or any shareholders, voting or similar Contract to which any Acquired Company is (B) the performance of services having a party, by which any Acquired Company is bound or to which any Acquired Company is subjectvalue in excess of $100,000 in the aggregate; (viii) any Acquired Corporation Contract for imposing any restriction on the leaseright or ability of any Acquired Corporation to (A) compete with any other Person, sublease, sale, purchase (B) acquire any material product or other occupancy right material asset or any services from any other Person, sell any material product or other material asset to or perform any services for any other Person or transact business or deal in any other manner with respect to real property that is still in effect any other Person, or (C) develop or distribute any material technology; and (ix) any other Acquired Corporation Contract, individually, if a breach of such Acquired Corporation Contract could reasonably be expected to have a Material Adverse Effect on the Acquired Corporations (taken as a whole). (b) Each Company Material Contract is valid and in full force and effect, and is enforceable in accordance with its terms. (c) None of the Acquired Corporations has violated or breached, or committed any material default under, any Company Material Contract. To the Company's knowledge, no other Person has violated or breached, or committed any material default under, any Company Material Contract. (d) To the Company's knowledge, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) could reasonably be expected to (i) result in payments a material violation or breach of any provision of any Company Material Contract by any of the Acquired Corporations; (ii) give any Person the right to declare a material default or exercise any material remedy under any Company Material Contract; (iii) to the Company's knowledge, give any Person the right to receive or require a material rebate, chargeback, penalty or change in excess delivery schedule under any Company Material Contract; (iv) give any Person the right to accelerate the maturity or performance of $250,000 any Company Material Contract; or (v) give any Person the right to cancel or terminate, or modify in any twelve-month period;material respect, any Company Material Contract. (ixe) None of the Acquired Corporations is a guarantor or otherwise liable for any Contract that provides for the payment, increase liability or vesting obligation (including indebtedness) of any benefits or compensation in connection with other Person other than any of the transactions contemplated by this Agreement; orAcquired Corporations. (xf) any Schedule 2.7(f) of the Company Disclosure Schedule provides a list of all Company Material Contracts (including all amendments thereto). The Company has provided or made available to Parent a copy of each Company Material Contract that relates to any settlement (including all amendments thereto) listed in Schedule 2.7(g) of material disputes or material litigationthe Company Disclosure Schedule, other than Company Material Contracts filed as exhibits to the Company SEC Documents and all copies of all amendments to the Company Material Contracts filed as exhibits to the Company SEC Documents, to the extent such amendments have not been filed with the SEC. (xg) releases immaterial in nature Neither Company nor any Acquired Corporation is a party to any contract with the United States government or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which the Acquired Companies do not have to any continuing other material financial obligations or liabilitiesGovernment Contract.

Contracts. (a) Schedule 3.11(aSection 3.9(a) of the Parent Company Disclosure Schedules sets forthSchedule identifies each Contract to which any Acquired Corporation is a party, or by which it is bound, that constitutes a Material Contract as of the date hereofof this Agreement; provided, a list however, that Section 3.9(a) of the Company Disclosure Schedule does not identify any Contracts with Parent or its Affiliates. For purposes of this Agreement, each of the following Contracts to which any Acquired Company Corporation is a party or by which their respective assets are it is bound (as of the date of this Agreement constitutes a “Material Contracts”Contract” (excluding any Employee Plan): (i) any Contract under which the remaining amounts to be paid that is a settlement, conciliation or received similar agreement with or approved by any Governmental Body and pursuant to which (A) an Acquired Company would reasonably Corporation will be expected required after the date of this Agreement to exceed $1,500,000 in pay any twelve-month period, other than any Contract with another monetary obligations or (B) that contains material obligations or limitations on such Acquired Company to document intercompany loans or arrangementsCorporation’s conduct; (ii) any collective bargaining agreements; Contract (iiiA) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations in excess of $200,000 owed by any Acquired Company materially limiting the freedom or the guarantee thereof; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit the ability right of any Acquired Company Corporation to compete engage in any line of business or to compete with any other Person in any location or line of business, (B) containing any material “most favored nations” terms and conditions (including with respect to pricing) granted by any Acquired Corporation or (C) containing material exclusivity obligations or otherwise materially limiting the freedom or right of any Acquired Corporation to sell, distribute or manufacture any products or services for any other Person; (iii) any Contract that requires by its terms or is reasonably expected to require the payment or delivery of cash or other consideration to any Acquired Corporation in an amount having an expected value in excess of $2,000,000 in the fiscal year ending December 31, 2020, or by any Acquired Corporation in an amount having an expected value in excess of $2,000,000 in the fiscal year ending December 31, 2020, and in each case which cannot be cancelled by such Acquired Corporation without penalty or further payment without more than ninety (90) days’ notice; (iv) any Contract relating to Indebtedness in excess of $500,000 (whether incurred, assumed, guaranteed or secured by any asset) of any Acquired Corporation; (v) any Contract with any Person constituting a material joint venture, collaboration, partnership or in any geographic area or sales channelsimilar profit sharing arrangement; (vi) any Contract with a director, officer or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annumgroup purchasing organization; (vii) any Contract with that prohibits the declaration or payment of dividends or distributions in respect of the capital stock or equity interests of an unaffiliated third party with respect to Acquired Corporation, the pledging of the capital stock or equity interests of an Acquired Corporation or the issuance of any partnership, limited liability company, joint venture or similar arrangements, or any shareholders, voting or similar Contract to which any guaranty by an Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subjectCorporation; (viii) any material In-bound License, Third Party IP Contract for the lease, sublease, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelveOut-month periodbound License; (ix) any Contract pursuant to which the Company has continuing obligations or interests involving (1) the achievement of regulatory or commercial milestones or other similar contingent payments in excess of $2,000,000 or (2) payment of royalties or other amounts calculated based upon any revenues or income of the Company, in each case that provides for cannot be terminated by the payment, increase Company without penalty or vesting of any benefits or compensation in connection with the transactions contemplated by this Agreement; orfurther payment without more than ninety (90) days’ notice; (x) any stockholders, investor rights, registration rights or similar Contract; (xi) each Contract related to the acquisition or divestiture of a business or material assets that contains continuing representations, covenants, indemnities or other obligations (including “earn-out” or other contingent payment obligations); (xii) any Real Property Lease; and (xiii) any other Contract that relates is currently in effect and has been filed (or is required to any settlement be filed) by the Company as an exhibit pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act. (b) As of the date of this Agreement, the Company has either delivered or made available to Parent an accurate and complete copy of each Material Contract or has publicly made available such Material Contract in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. No Acquired Corporation nor, to the knowledge of the Company, the other party is in material disputes breach of, or material litigationdefault under, any Material Contract and no Acquired Corporation, or to the knowledge of the Company, the other than (x) releases immaterial in nature party to a Material Contract has taken or amountfailed to take any action that with or without notice, (y) settlement agreements for cash only (which has been paid) lapse of time or (z) settlement agreements both would constitute a material breach of or material default under which any Material Contract. Each Material Contract is, with respect to the Acquired Companies do Corporations and, to the knowledge of the Company, the other party, a valid and binding agreement in full force and effect, enforceable in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Since the IPO Date, the Acquired Corporations have not have received any continuing written notice regarding any material financial obligations violation or liabilitiesbreach or default under any Material Contract that has not since been cured.

Contracts. (a) Schedule 3.11(a5.13(a) of the Parent Disclosure Schedules sets forthSchedule contains a true, as correct and complete list (including the names of the date hereofparties, a list the date, and all amendments, supplements or modifications thereto) of the following Contracts to which any Acquired Company is a party or by which their respective assets are bound (collectively, the “Material Business Contracts”): (i) any Contract under which all Contracts related to the remaining amounts Business, the Purchased Assets or the Assumed Liabilities that provide for payment by or to be paid or received by any Acquired Company would reasonably be expected to exceed Seller of more than $1,500,000 25,000 in any twelve-the twelve (12) month period, other than any Contract with another Acquired Company to document intercompany loans or arrangementsperiod immediately following the date hereof; (ii) any collective bargaining agreementsall Contracts for the sale of goods or the performance of services by Seller having an actual or anticipated value to Seller of at least $25,000 in the twelve (12) month period immediately following the date hereof, including purchase orders; (iii) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations in excess of $200,000 owed by any Acquired Company or the guarantee thereofLease Agreements; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000Intellectual Property Contracts; (v) all Contracts containing covenants made entered into by Seller that provide any Acquired Company that materially limit exclusive license or purport to limit the ability exclusive distribution right of any Acquired Company kind, including, without limitation, with regard to compete in any line product, service, market, industry, field of business use or with any Person or in any geographic area or sales channelterritory; (vi) all Contracts involving a sharing of profits, losses, costs or Liabilities by Seller with any Contract with a directorother Person, officer or employee of including any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annumjoint venture agreement; (vii) any Contract with an unaffiliated third party all Contracts under which Seller has granted or received most favored customer pricing provisions, rights of first refusal, rights of first negotiation, or similar rights with respect to any partnershipproduct, limited liability company, joint venture service or similar arrangements, Intellectual Property Right that is now or any shareholders, voting or similar Contract to which any Acquired Company is a party, hereafter owned by which any Acquired Company is bound or to which any Acquired Company is subjectit; (viii) all Contracts containing any Contract covenant limiting in any respect the right of Seller to engage in any line of business, to compete with any Person or to solicit any Person for the leasebusiness, sublease, sale, purchase employment or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month periodpurposes; (ix) all Contracts between Seller and any Contract that provides other Person related to the Business under which Seller has agreed to, provided, or assumed any obligation to reimburse for the payment, increase or vesting of guaranty any benefits third party obligation or compensation in connection with the transactions contemplated by this Agreement; oraction; (x) all Contracts between Seller and Seller Parent or any Contract that relates other Affiliate relating to any settlement of material disputes or material litigation, the Business (other than (xA) releases immaterial in nature Contracts relating to matters that are covered by the Transition Services Agreement or amountthe Supply Agreement and (B) any employee benefit plans maintained by Seller); (xi) all forms of dealer, sales representative, distributor, reseller, or similar Contracts relating to the Business; (yxii) all settlement agreements for cash only (which has been paid) or (z) settlement agreements of the Business under which Seller has any ongoing obligations, limitations or restrictions, receives any ongoing benefits or rights or grants any license or right to any current or prior Intellectual Property Rights; (xiii) all Employee Contracts with Business Employees (excluding offer letters for “at-will” employment that are terminable at any time, with or without notice, and with no Liability to Seller); (xiv) all Contracts under which Seller has delivered copies of or disclosed, or promised to deliver or disclose any Source Code that constitutes a Purchased Asset to a third party, whether pursuant to an escrow arrangement or otherwise; and (xv) all Contracts of the Acquired Companies do Business with any Governmental Entity. Seller has delivered to Buyer or made available to Buyer a true, correct and complete copy of each written Business Contract listed on Schedule 5.13(a) of the Disclosure Schedule and a written summary setting forth in reasonable detail the material terms and conditions of each oral Business Contract listed on Schedule 5.13(a) of the Disclosure Schedule. (b) Each Business Contract listed on Schedule 5.13(a) of the Disclosure Schedule is valid, binding and enforceable against Seller and, to the Knowledge of Seller, the other parties thereto in accordance with its terms and is in full force and effect, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights and subject to the rules of law governing specific performance, injunctive relief, or other equitable remedies. Seller has performed, or is now performing, the obligations of, and has not have breached, violated or defaulted under, or received any continuing material financial written or, to the Knowledge of Seller, oral notice that it is in default under or in breach of, any of the terms or conditions of any such Business Contract, and, to the Knowledge of Seller, each of the other parties thereto has performed all obligations required to be performed by it under, and is not in default under, any such Business Contract and no event has occurred that, with notice or liabilitieslapse of time, or both, would constitute such a breach, violation or default by Seller or, to the Knowledge of Seller, any other party thereto. There are presently no renegotiations of, or attempts to renegotiate under any Business Contract, and no Person has made any written demand to Seller or any representative thereof for such renegotiation. No Business Contract is currently being audited by any other party, and Seller has not received any written notice or other communication that any other party wishes to audit Seller’s compliance with any Business Contract.

Contracts. (a) Schedule 3.11(aSection 2.18(a) of the Parent Disclosure Schedules sets forth, as Schedule (with paragraph ------------------------------------------ references corresponding to those set forth below) contains a true and complete list of the date hereof, a list each of the following Contracts or other arrangements (true and complete copies or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been delivered to Purchaser prior to the execution of this Agreement) to which any Acquired Company Seller is a party or by which their respective assets are bound (any of the “Material Contracts”):Assets is bound: (iA) all Contracts (excluding Benefit Plans) providing for a commitment of employment or consultation services for a specified or unspecified term to, or otherwise relating to employment or the termination of employment of, any Employee, the name, position and rate of compensation of each Employee party to such a Contract and the expiration date of each such Contract; and (B) any Contract under which the remaining amounts written or unwritten representations, commitments, promises, communications or courses of conduct (excluding Benefit Plans and any such Contracts referred to be paid or received by any Acquired Company would reasonably be expected in clause (A)) involving an obligation of Seller to exceed $1,500,000 make payments in any twelve-month periodyear, other than with respect to salary or incentive compensation payments in the ordinary course of business, to any Contract with another Acquired Company to document intercompany loans or arrangementsEmployee; (ii) all Contracts with any collective bargaining agreementsPerson containing any provision or covenant prohibiting or limiting the ability of Seller to engage in any business activity or compete with any Person in connection with the Business or prohibiting or limiting the ability of any Person to compete with Seller in connection with the Business; (iii) all partnership, joint venture, shareholders' or other similar Contracts which relate to Indebtedness under which with any Acquired Company has outstanding obligations Person in excess of $200,000 owed by any Acquired Company or connection with the guarantee thereofBusiness; (iv) all Contracts under which any Acquired Company has guaranteed any Liability with licensors, licensees, distributors, dealers, manufacturer's representatives, sales agencies or franchises with whom Seller deals in connection with the obligations of any other Person (other another Acquired Company) in excess of $150,000Business; (v) all Contracts containing covenants made to which Seller is a party, or by any Acquired Company which Seller is bound, that materially limit or purport relate to limit the ability of any Acquired Company to compete in any line of business or with any Person or in any geographic area or sales channelIntellectual Property Assets; (vi) to the extent relevant to the Business, the Assets or the Acquisition, all Contracts between or among Seller, on the one hand, and any Contract with a officer, director, officer Affiliate of Associate of Seller or employee any Associate of any Acquired Company under which such directorofficer, officer director or employee is to be paid more than $350,000 per annumAffiliate, on the other hand; (vii) any Contract with an unaffiliated third party with respect to any partnershipthe extent relevant to the Business, limited liability companythe Assets or the Acquisition, joint venture all collective bargaining or similar arrangements, or any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subjectlabor Contracts; (viii) any Contract for to the leaseextent relevant to the Business, subleasethe Assets or the Acquisition, sale, purchase or other occupancy right with respect all Contracts relating to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess Indebtedness of $250,000 in any twelve-month periodSeller; (ix) any Contract that provides for all Contracts relating to (A) the payment, increase future disposition or vesting acquisition of any benefits Assets, other than dispositions or compensation acquisitions of Inventory in connection the ordinary course of business consistent with past practice, and (B) to the transactions contemplated by this Agreement; orextent relevant to the Business, the Assets or the Acquisition, any merger or other business combination; (x) all Contracts containing development obligations of Seller that have not been completed; and (xi) all other Contracts with respect to the Business that (A) involve the payment or potential payment, pursuant to the terms of any such Contract, by or to Seller of more than $5,000 annually and (B) cannot be terminated within thirty (30) days after giving notice of termination without resulting in any material cost or penalty to Seller. (b) Each Contract required to be disclosed in Section 2.18(a) of the ---------------------- Disclosure Schedule is in full force and effect and constitutes a legal, valid ------------------- and binding agreement, enforceable in accordance with its terms, of each party thereto; and except as disclosed in Section 2.18(b) of the Disclosure Schedule, ------------------------------------------ neither Seller nor, to the Knowledge of Seller, any other party to such Contract is, or has received notice that relates to it is, in violation or breach of or default under any settlement such Contract (or with notice or lapse of material disputes time or material litigationboth, other than (xwould be in violation or breach of or default under any such Contract) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which the Acquired Companies do not have any continuing material financial obligations or liabilitiesrespect.

Contracts. (a) Schedule 3.11(a) of the Parent Disclosure Schedules sets forth, as As of the date hereof, a list none of the following Contracts Acquired Companies is a party to or is bound by any Contract: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) pursuant to which any Acquired Company is a party or by which their respective assets are bound (the “Material Contracts”): (i) any Contract under which the remaining amounts to be paid made or received by any Acquired Company would reasonably be expected payments of more than an aggregate of $1,000,000 during the fiscal year ended December 31, 2019 or is committed to exceed make or entitled to receive payments of more than an aggregate of $1,500,000 in any twelve-month period1,000,000 during the fiscal year ending December 31, other than any Contract with another Acquired Company to document intercompany loans or arrangements; (ii) any collective bargaining agreements2020; (iii) all Contracts which relate to Indebtedness under which any evidencing a commitment by an Acquired Company has outstanding obligations to make a future capital expenditure in excess of $200,000 owed 1,000,000 that is not terminable by any such Acquired Company upon notice of thirty (30) days or the guarantee thereofless without material penalty or liability; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit a covenant limiting the ability of any Acquired Company to compete or engage in any line of business or to compete with any Person or in any geographic area that is not terminable by such Acquired Company upon notice of thirty (30) days or sales channelless without material penalty or liability; (viv) any Contract with a director, officer relating to or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annum; (vii) any Contract with an unaffiliated third party with respect to any partnership, limited liability company, joint venture or similar arrangements, evidencing indebtedness for borrowed money or any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subject; (viii) any Contract guarantee of indebtedness for the lease, sublease, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments borrowed money by any Acquired Company in excess of $250,000 1,000,000 (excluding loans to wholly-owned Subsidiaries in the ordinary course of business consistent with past practice); (vi) that is a joint venture, partnership, strategic alliance, research and development project or similar arrangement that is material to the business of the Acquired Companies taken as a whole; (vii) that (A) is with any twelvesole-month periodsource suppliers of material products or services, or (B) obligates the Company with respect to any “most favored nation” clauses, any exclusive dealing or minimum purchase or sale, “take or pay” obligations, requirement to purchase substantially all of the output or production of a particular supplier, or (C) prohibits the Company or its Subsidiaries from acquiring products or services from any Person and, in each case of clause (B) and (C) is material to the Company; (viii) that is a Company Inbound License or Company Outbound License; (ix) any that is the type of Contract that provides for would be required to be disclosed under Item 404 of Regulation S-K of the payment, increase or vesting of any benefits or compensation in connection with the transactions contemplated by this AgreementExchange Act; or (x) with any Contract that relates to present or former officer, director or employee of any settlement of material disputes or material litigation, Acquired Company (other than employment related agreements or indemnification, confidentiality, assignment of invention, equity awards or similar types of agreements entered into in the ordinary course of business in connection with their engagement). (xb) releases immaterial Each Contract of the type described above in nature this Section 4.8, whether or amountnot set forth in Section 4.8 of the Company Disclosure Schedule, (y) settlement agreements for cash only (which has been paid) is referred to herein as a “Material Contract”. Except Material Contracts that have expired or (z) settlement agreements under which terminated by their terms, as of the date hereof, all of the Material Contracts are valid and binding on the Acquired Companies do Companies, as the case may be, and, to the Knowledge of the Company, each other party thereto, as applicable, and in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium and other similar applicable Law affecting creditors’ rights generally and by general principles of equity. As of the date hereof, no Acquired Company has, and to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act, and no event or condition exists, which with or without notice, lapse of time or both would constitute a default under the provisions of any Material Contract, except in each case for those violations and defaults which have not have had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and, as of the date hereof, no Acquired Company has received written notice of any continuing material financial obligations or liabilitiesof the foregoing. The Company has made available to Parent complete and correct copies of all Material Contracts in effect as of the date hereof.

Contracts. (a) Schedule 3.11(a3.8(a) of the Parent Disclosure Schedules sets forthlists, as of the date hereofSigning Date, a list of the following Contracts to which any Acquired Company is a party or by which their respective any of its assets is bound, other than Contracts that are bound listed as Retained Assets in Schedule 5.2(b)(4) (each a “Major Contract”) and, to the “Material Contracts”):extent that a Major Contract is oral, such Schedule contains an accurate summary of the material terms thereof: (i1) each employment agreement (other than (A) any Contract under which such employment agreement that is or on the remaining amounts to Closing Date will be paid or received terminable at will by any Acquired Company would reasonably be expected without any obligation of any Acquired Company, except any obligation with respect to exceed $1,500,000 events before the termination thereof or (B) any agreement with any employee addressing non-disclosure of confidential information, assignment of Intellectual Property, non-solicitation or non-competition entered into in the Ordinary Course of Business of an Acquired Company); (2) each covenant not to compete that restricts in any twelvematerial respect the operation of the business of any Acquired Company; (3) each operating lease (as lessor or lessee) of tangible personal property (other than any such lease that contemplates aggregate payments of less than $1,000,000 per year); (4) each Contract to pay or receive any royalty or license fee or to license (either as licensor or licensee) any material Intellectual Property (other than any (A) license for Intellectual Property embedded in any equipment or fixture, (B) non-month periodexclusive implied license of Intellectual Property, or (C) non‑exclusive license for the use of any commercially available off‑the‑shelf software); (5) each Contract regarding any management service or consulting or other similar type of Contract (other than any such Contract that is or on the Closing Date will be terminable at will or upon not more than 90 days’ notice by any Acquired Company without any obligation of any Acquired Company, except any obligation with respect to events before the termination thereof); (6) each Contract for the purchase by any Acquired Company of any supply, manufacturing, distribution, advertising or promotion of products or services (other than any such Contract that (A) is or on the Closing Date will be terminable at will or upon not more than 90 days’ notice by any Acquired Company without any obligation of any Acquired Company, except any obligation with respect to events before the termination thereof, (B) contemplates aggregate payments of less than $1,000,000 per year, or (C) is a purchase order executed in the Ordinary Course of Business of the Acquired Companies); (7) each mortgage agreement, deed of trust, security agreement, purchase money agreement, conditional sales contract, capital lease or other similar Contract created or assumed by, or permitted to be created by written document made or accepted by, any Acquired Company (other than any (A) purchase money agreement, conditional sales contract, capital lease or other similar Contract evidencing any Encumbrance only on tangible personal property, under which there exists under such item aggregate future payments of less than $1,000,000 per year, (B) protective filing of any financing statement under the Uniform Commercial Code or (C) item creating or otherwise providing for any Encumbrance on real property that is shown on a title commitment or title insurance provided to Buyer); (8) each Contract under which any Acquired Company is obligated to repay or has guaranteed any outstanding Indebtedness or remains obligated to lend to any other Person, other than any Contract with another Acquired Company to document intercompany loans or arrangementsCompany; (ii9) any collective bargaining agreements; (iii) all Contracts which relate to Indebtedness each Contract under which any Acquired Company has advanced or loaned any other Person any amount that remains outstanding obligations in excess of $200,000 owed by (other than any amount advanced or loaned to (A) another Acquired Company or the guarantee thereof(B) an employee of an Acquired Company); (iv10) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations each outstanding power of any other Person (other another Acquired Company) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit the ability of any Acquired Company to compete in any line of business or with any Person or in any geographic area or sales channel; (vi) any Contract with a director, officer or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annum; (vii) any Contract with an unaffiliated third party attorney with respect to any Acquired Company (other than those entered into in its Ordinary Course of Business in connection with any Intellectual Property or Tax matter); (11) each Real Property Lease; (12) each partnership, limited liability company, joint venture or similar arrangements, or any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subjectContract; (viii13) each Contract, other than any Contract of a nature described in clause (a)(1) or (a)(5) above, with (A) any Seller or Affiliate of a Target Company, other than another Acquired Company, or (B) any officer or director of any Acquired Company; (14) each Contract for the lease, sublease, sale, purchase sale of any product or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments service offered by any Acquired Company (other than any such Contract that (A) is or on the Closing Date will be terminable at will or upon not more than 90 days’ notice by any Acquired Company without any obligation of any Acquired Company, except any obligation with respect to products or services ordered before the termination thereof, (B) contemplates aggregate payments less than $1,000,000 per year, or (C) is a purchase order executed in excess the Ordinary Course of $250,000 in any twelve-month period;Business of the Acquired Companies); or (ix15) each Contract containing any Contract that provides for the payment, increase or vesting form of most favored pricing provision in favor of any benefits customer of any Acquired Company. (b) The Target Companies have provided to Buyer a true, correct and complete copy of each Major Contract (or, to the extent that a Major Contract is oral, an accurate summary of the material terms thereof). With respect to each Major Contract: (1) such Major Contract is legal, valid and binding, in full force and effect and enforceable (except to the extent enforceability may be limited by any Enforcement Limitation) in accordance with its terms against the Acquired Company that is a party thereto or compensation whose assets are bound thereby and, to any Acquired Company’s Knowledge, against each other party thereto, (2) such Acquired Company is not and, to any Acquired Company’s Knowledge, no other party thereto is in material breach of or material default under such Major Contract and no party thereto has given to any other party thereto written notice alleging that such a breach or default occurred, and (3) no event has occurred that (with or without the passage of time or giving of notice) would constitute a material breach or material default of, or permit any early termination, modification, acceleration or cancellation of, such Major Contract. Notwithstanding the foregoing, without limiting any terms or provisions therein, any Contracts entered into on the date hereof in connection with the transactions contemplated by this Agreement; or hereby among (xi) any Contract that relates to any settlement of material disputes or material litigation, other than (x) releases immaterial in nature or amountAcquired Company, (yii) settlement agreements for cash only one or more Sellers and (which has been paidiii) Buyer or (z) settlement agreements under which any of its Affiliates, shall be excluded from the Acquired Companies do not have any continuing material financial obligations or liabilitiesscope of the representations and warranties contained in this Section 3.8.

Contracts. (a) Schedule 3.11(aSection 4.13(a) of the Parent Fermat Disclosure Schedules Schedule sets forth, forth as of the date hereof, of this Agreement a true and complete list of the following Contracts (other than purchase orders and invoices entered into in the ordinary course of business) to which Fermat or any Acquired Company of its Subsidiaries is a party or by which their respective assets are Fermat or any of its Subsidiaries is bound to the extent related to the H&N Business (other than any Contract that is a H&N Benefit Plan, Excluded H&N Asset, any Contract listed on Section 4.17(a) of the Fermat Disclosure Schedule or any Contract constituting an Acquisition Document) (the “H&N Material Contracts”): ): (i) any Contract under which the remaining amounts to be paid that (A) resulted in or received by any Acquired Company would reasonably be is expected to exceed result in a payment of more than $1,500,000 2,000,000 by the H&N Business during 2016 or 2017 or (B) resulted in any twelve-month period, other or is expected to result in the receipt of more than any Contract with another Acquired Company to document intercompany loans $2,000,000 by the H&N Business during 2016 or arrangements; 2017; (ii) any collective bargaining agreements; (iii) all Contracts which relate to Indebtedness under which Contract containing any Acquired Company has outstanding future capital expenditure obligations of the H&N Business in respect of any single project in excess of $200,000 owed by 2,000,000; (iii) any Acquired Company joint venture, partnership, limited liability company or the guarantee thereof; strategic alliance agreement or other similar Contract with a third party; (iv) all other than Contracts under which for the acquisition or sale of products or provision of services in the ordinary course of business, any Acquired Company has guaranteed any Liability Contract relating to the acquisition or the obligations disposition of any product, asset, business or product line (whether by merger, sale of stock, sale of assets or otherwise) under which, after the Closing, the H&N Business may have any “earn out,” contingent purchase price, indemnification or other Person (other another Acquired Company) in excess of $150,000; contingent payment obligation; (v) all Contracts any Contract containing covenants made by any Acquired Company that materially limit would restrict or purport to limit the ability of the H&N Business or Descartes or any Acquired Company of its Affiliates after the Closing to compete in any material respect with any business, product or product line of business or with any Person or in any geographic area or sales channel; area; (vi) any material capital lease, as determined in accordance with GAAP; (vii) any material sales representative or distribution Contract; (viii) any customer Contract that specifies the minimum pricing for products or services sold by the H&N Business for a period of longer than two years from the Closing Date and that resulted in or is expected to result in the receipt of more than $2,000,000 by the H&N Business during 2016 or 2017; (ix) any Contract with a director, officer or employee customer of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annum; (vii) any Contract with an unaffiliated third party with respect to any partnership, limited liability company, joint venture or similar arrangements, or any shareholders, voting or similar Contract to which any Acquired Company the H&N Business that is a party, by which any Acquired Company is bound requirements contract or to which any Acquired Company is subjectcontains exclusivity arrangements or a “most favored nation” pricing clause; (viii) any Contract for the lease, sublease, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month period; (ix) any Contract that provides for the payment, increase or vesting of any benefits or compensation in connection with the transactions contemplated by this Agreement; or (x) any Contract that relates to any settlement of material disputes or material litigation, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which the Acquired Companies do not have any continuing material financial obligations or liabilities.

Contracts. (a) Schedule 3.11(aSection 3.9(a) of the Parent Company Disclosure Schedules sets forthSchedule identifies each Contract to which any Acquired Corporation is a party, or by which it is bound, that constitutes a Material Contract as of the date hereofof this Agreement. For purposes of this Agreement, a list each of the following Contracts to which any Acquired Company Corporation is a party or by which their respective assets are it is bound (as of the date of this Agreement constitutes a “Material ContractsContract”):: (i) any Contract under which the remaining amounts to be paid that is a settlement, conciliation or received similar Contract with or approved by any Governmental Body and pursuant to which (1) an Acquired Company would reasonably Corporation will be expected required after the date of this Agreement to exceed $1,500,000 in pay any twelve-month period, other than any Contract with another monetary obligations or (2) that contains material obligations or limitations on such Acquired Company to document intercompany loans or arrangements;Corporation’s conduct; Table of Contents (ii) any collective bargaining agreementsContract (1) that purports to materially limit the freedom or right of any Acquired Corporation to engage in any line of business, to make use of any material Company IP or to compete with any other Person in any location or line of business, (2) containing any “most favored nations” terms and conditions (including with respect to pricing) granted by any Acquired Corporation or (3) containing exclusivity obligations or otherwise purports to materially limit the freedom or right of any Acquired Corporation to sell, distribute or manufacture any products or services for any other Person; (iii) all Contracts which relate any Contract that requires by its terms or is reasonably expected to Indebtedness under which require the payment or delivery of cash or other consideration to any Acquired Company has outstanding obligations Corporation in an amount having an expected value in excess of $200,000 owed 1,000,000 in the fiscal year ending December 31, 2019 or by any Acquired Company Corporation in an amount having an expected value in excess of $1,000,000 in the fiscal year ending December 31, 2019 and in each case which cannot be cancelled by such Acquired Corporation without penalty or the guarantee thereoffurther payment without more than ninety (90) days’ notice; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) Contract relating to Indebtedness in excess of $150,00050,000 (whether incurred, assumed, guaranteed or secured by any asset) of any Acquired Corporation; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit the ability of any Acquired Company to compete in any line of business or Contract with any Person constituting a joint venture, collaboration, development, partnership or in any geographic area or sales channelsimilar profit sharing arrangement; (vi) any Contract with (excluding any Employee Plan) that by its express terms requires an Acquired Corporation, or any successor to, or acquirer of, an Acquired Corporation, to make any payment to another Person as a director, officer result of a change of control of such Acquired Corporation (a “Change of Control Payment”) or employee gives another Person a right to receive or elect to receive a Change of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annumControl Payment; (vii) any Contract with that prohibits the declaration or payment of dividends or distributions in respect of the capital stock, ordinary shares, other equity interests or other securities of an unaffiliated third party with respect to Acquired Corporation, the pledging of the capital stock, ordinary shares, other equity interests or other securities of an Acquired Corporation or the issuance of any partnership, limited liability company, joint venture or similar arrangements, or any shareholders, voting or similar Contract to which any guaranty by an Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subjectCorporation; (viii) (1) any In-bound License listed (or required to be listed) on Section 3.8(g)(i) of the Company Disclosure Schedule, (2) Third Party IP Contracts listed (or required to be listed) on Section 3.8(g)(i) of the Company Disclosure Schedule, (3) any Out-bound License or listed (or required to be listed) on Section 3.8(g)(ii) of the Company Disclosure Schedule and (4) any Contract for listed (or required to be listed) on Section 3.8(g)(iii) of the lease, sublease, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month periodDisclosure Schedule; (ix) any Contract that provides for pursuant to which the payment, increase Company has continuing obligations or vesting interests involving (1) the achievement of any benefits regulatory or compensation commercial milestones or other similar contingent payments in connection with the transactions contemplated by this Agreement; or (x) any Contract that relates to any settlement excess of material disputes or material litigation, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) $500,000 or (z2) settlement agreements under which payment of royalties or other amounts calculated based upon any revenues or income of the Acquired Companies do Company, in each case that cannot have any continuing material financial obligations be terminated by the Company without penalty or liabilities.further payment without more than ninety (90) days’ notice;

Contracts. (a) Schedule 3.11(aExcept for this Agreement, as set forth in Section 2.9(a) of the Parent Company Disclosure Schedules sets forthSchedule, and the Company Contracts with the Major Customers, neither the Company nor any of its Subsidiaries is a party to or bound by any contract currently in effect (other than a Company Plan or a Company Contract in respect of the Leased Real Property) that as of the date hereof, a list of the following Contracts to which any Acquired Company is a party or by which their respective assets are bound (the “Material Contracts”):this Agreement: (i) (A) required expenditures by the Company or any Contract under which Subsidiary thereof in excess of $500,000 for the remaining amounts to be paid 2016 fiscal year or received by any Acquired Company would reasonably be (B) is expected to exceed require expenditures by the Company or any Subsidiary thereof in excess of $1,500,000 in 500,000 per annum during the 2017 fiscal year or any twelve-month period, other than any Contract with another Acquired Company to document intercompany loans or arrangementsyear thereafter; (ii) (A) resulted in revenues to the Company or any collective bargaining agreementsSubsidiary thereof in excess of $500,000 for the 2016 fiscal year or (B) is expected to result in revenues to the Company or any Subsidiary thereof in excess of $500,000 per annum during the 2017 fiscal year or any year thereafter; (iii) all Contracts which relate to Indebtedness under which (A) contains any Acquired Company has outstanding obligations in excess non-compete or exclusivity provisions that restrict the conduct of $200,000 owed any line of business by any Acquired the Company or any Subsidiary of the guarantee thereofCompany or in any geographic area, (B) contains a right of first refusal, first offer or first negotiation with respect to any asset owned by the Company or its Subsidiaries that is material to the Company and its Subsidiaries or (C) contains any “most favored nation” or similar provision; (iv) all Contracts under which provides for (A) a license or other grant of rights to the Company or any Acquired Subsidiary of the Company has guaranteed from a third party of IP Rights (other than Ordinary Course Inbound Licenses), (B) a license or other grant of rights by the Company or any Liability Subsidiary of the Company to a third party of IP Rights (other than Ordinary Course Outbound Licenses) or (C) the obligations development of any other Person (other another Acquired IP Rights by a third party on behalf of the Company or any Subsidiary of the Company) , in each case, which provided for payments to or from the Company or any Subsidiary thereof in excess of $150,000250,000 for the 2016 fiscal year, or is expected to provide for payments to or from the Company or any Subsidiary thereof in excess of $250,000 per annum during the 2017 fiscal year or any year thereafter; (v) all Contracts containing covenants made by any Acquired Company that materially limit is a partnership, joint venture, limited liability company or purport similar arrangement or agreement relating to limit the ability formation, creation, operation, management or control of any Acquired Company to compete in any line of business partnership or joint venture with any Person or in any geographic area or sales channela third party; (vi) (A) that is a capital lease obligation of the Company or its Subsidiaries, or (B) pursuant to which any Contract with a directorIndebtedness (other than as described in subclause (A)) of the Company or any Subsidiary of the Company, officer in each case, in an aggregate principal amount in excess of $500,000 is outstanding, other than any contract between or employee among the Company and/or wholly-owned Subsidiaries of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annumthe Company; (vii) any Contract with an unaffiliated third party with respect to any partnership, limited liability company, joint venture or similar arrangements, provides for a guarantee by the Company or any shareholders, voting or similar Contract to which Subsidiary of the Company of Indebtedness of any Acquired Company is a third party, by which any Acquired Company is bound or to which any Acquired Company is subject; (viii) any Contract provides for the leaseacquisition or disposition by the Company or any Subsidiaries of the Company of any properties or assets (except for acquisitions and dispositions of properties, subleaseassets and inventory in the ordinary course of business consistent with past practice), salepursuant to which the Company or any Subsidiary of the Company has any ongoing indemnification, purchase earn-out or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month periodcontingent obligations; (ix) any Contract that provides for the payment, increase settlement of one or vesting more claims against the Company or any Subsidiary of the Company pursuant to which the Company or any benefits or compensation Subsidiary of the Company is obligated to make a payment in connection with the transactions contemplated by this Agreement; orexcess of $100,000 individually; (x) any Contract that collective bargaining agreements with any labor union; (xi) relates to indebtedness for borrowed money owed to the Company or any settlement of material disputes or material litigation, its Subsidiaries other than any contract between or among the Company and/or wholly-owned Subsidiaries of the Company; (xxii) releases immaterial is a collocation agreement; (xiii) is a channel partner agreement that required expenditures by the Company or any Subsidiary thereof in nature excess of $100,000 during the 2016 fiscal year or amountis expected to result in required expenditures by the Company or any Subsidiary thereof in excess of $100,000 per annum during the 2017 fiscal year or any year thereafter; or (xiv) would prohibit or is reasonably likely to materially delay the consummation of the Merger. All contracts of the type listed in subsections (i)-(xiv) of Section 2.9(a) of the Company Disclosure Schedule, (y) settlement together with all interconnection agreements for cash only (which has been paid) or (z) settlement agreements under to which the Acquired Companies do not have Company or a Subsidiary thereof is a party (each, an “Interconnection Agreement”), are collectively referred to herein as “Material Contracts”. (b) Neither the Company nor any continuing Subsidiary of the Company is in breach of or default under the material financial obligations terms of any Material Contract. To the Knowledge of the Company, no other party to any Material Contract is in breach of or liabilities.default under the material terms of any

Contracts. (a) Schedule 3.11(aSection 3.13(a) of the Parent Company Disclosure Schedules Schedule sets forth, as forth a true and complete list of each Contract of the date hereofCompany or any Company Subsidiary, a list that is included within any of the following Contracts to which any Acquired Company is a party or by which their respective assets are bound (the “Material Contracts”): categories: (i) any Contract under which the remaining amounts to be paid or received by any Acquired Company would reasonably be expected to exceed $1,500,000 in any twelve-month period, other than any Contract with another Acquired Company to document intercompany loans or arrangements; (ii) any collective bargaining agreements; (iii) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations in excess of $200,000 owed by any Acquired Company or the guarantee thereof; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit limits the freedom of the Company, any Company Subsidiary or purport to limit any of the ability of any Acquired Company Company’s current or future affiliates to compete in any line of business or with sell, supply or distribute any Person product or service, in each case, in any geographic area area, or sales channel; to hire any individual or group of individuals, (ii) any Contract that by its terms limits the payment of dividends or other distributions by the Company or any Company Subsidiary, (iii) any Contract that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company of any Company Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or businesses, (iv) any Contract for the acquisition of a business or Person that was entered into outside the ordinary course of business and that contains ongoing material obligations of the Company or any Company Subsidiary, (v) any divestiture or disposition Contract that contains ongoing indemnification or other material obligations of the Company or any Company Subsidiary, (vi) each Contract relating to indebtedness for borrowed money or the guaranty of repayment of indebtedness for borrowed money, except for any such Contract with a director, officer or employee an aggregate outstanding principal amount not exceeding $1,000,000 and which may be prepaid on not more than 30 days’ notice without the payment of any Acquired Company under which such directorpenalty, officer or employee is to be paid more than $350,000 per annum; (vii) any lease, sublease or other Contract with an unaffiliated third party with respect to any partnership, limited liability company, joint venture the Leased Real Property (“Lease Agreement”) involving payments by the Company or similar arrangements, the Company Subsidiaries in excess of $2,000,000 in 2010 or any shareholdersyear thereafter, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subject; (viii) any Contract for pursuant to which the lease, sublease, sale, purchase Company or other occupancy right with respect any Company Subsidiary has granted most favored nation pricing to real property that is still in effect and, individually, could reasonably any third party and which obligations will be expected to result in payments by any Acquired Company in excess effective after the date of $250,000 in any twelve-month period; this Agreement; (ix) any Contract that provides for the payment, increase or vesting of any benefits or compensation in connection with the transactions contemplated by this Agreementjoint development Contract; or (x) any Contract that relates to any settlement of material disputes or material litigationall Contracts, other than licenses to Commercially Available Software, pursuant to which the Company or any Company Subsidiary obtains the right or license to embed the Intellectual Property or Software of any third party into the Company Products or otherwise sells the Intellectual Property or Software of any third party pursuant to Contracts of the Company or any Company Subsidiary and the end-customer under the Company’s or a Company Subsidiary’s name; (xxi) releases immaterial in nature any Contract relating to the settlement of any civil, administrative or amount, (y) settlement agreements for cash only (which has been paid) judicial proceedings that contains ongoing obligations of the Company or any Company Subsidiary; or (zxii) settlement agreements any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), other than those “material contracts” described in Item 601(b)(10)(ii) of Regulation S-K of the SEC. Each Contract (A) of the type described in this Section 3.13(a), whether or not disclosed in response to this Section 3.13(a), and (B) of the type required to be disclosed in Section 3.15 of the Company Disclosure Schedule, whether or not disclosed in Section 3.15 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” True and complete copies of each Company Material Contract have been provided by the Company to Parent, or publicly filed with the SEC. (i) Each Company Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiaries and, to the knowledge of the Company, of the other party or parties thereto, in accordance with its terms subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all Laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) none of the execution, delivery or performance of this Agreement by the Company, or the consummation of the Offer or the Merger, will require the consent of any party to a Company Material Contract or impair the Company’s or any Company Subsidiaries’ rights, or alter their respective obligations under, or give any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on the properties or assets of the Company or any Company Subsidiary, pursuant to any Company Material Contract; (iii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it under which each Company Material Contract and, to the Acquired Companies do knowledge of the Company, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract; (iv) none of the Company nor any Company Subsidiary has received written notice of, and the Company otherwise has no knowledge of, any violation or default under any Company Material Contract; and (v) neither the Company nor any Company Subsidiary has received any written notice from any other party to any such Company Material Contract, and the Company otherwise has no knowledge, that such party intends to terminate, or not have renew, any continuing material financial obligations or liabilitiessuch Company Material Contract.

Contracts. (ai) Schedule 3.11(aExcept for those Contracts (A) of filed as exhibits to the Parent Disclosure Schedules sets forth, Company Reports or (B) that have expired as of the date hereofof this Agreement and other than this Agreement, a list none of the following Contracts to which Company or any Acquired Company of its Subsidiaries is a party to or bound by any Contract as of the date of this Agreement: (A) that would be required to be filed by the Company with the SEC pursuant to Item 601(b) (10) of Regulation S-K under the Securities Act; (B) containing covenants of the Company or any of its Subsidiaries purporting to limit in any material respect any line of business, industry or geographical area in which their respective the Company or its Subsidiaries may operate or granting material exclusive rights to the counterparty thereto; (C) with any Affiliate or that would be required to be disclosed by Section 404(a) of Regulation S-K under the Exchange Act; (D) providing for indemnification by the Company or any of its Subsidiaries of any Person, except for any such Contract that is (x) not material to the Company or any of its Subsidiaries and (y) entered into in the ordinary course of business; (E) that contains a put, call or similar right pursuant to 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 are bound that have a fair market value or purchase price of more than $25 million, (F) containing any standstill or similar agreement pursuant to which one party has agreed not to acquire assets or securities of another Person, except for any such Contract that is a confidentiality, non-disclosure or similar type of agreement entered into in the “Material Contracts”):ordinary course of business; (G) other than with respect to any partnership that is wholly owned by the Company or any wholly owned Subsidiary of the Company, any partnership, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture material to the Company or any of its Subsidiaries or in which the Company owns more than a 15% voting or economic interest, or any interest valued at more than $10 million without regard to percentage voting or economic interest; (H) relating to or evidencing Indebtedness in excess of $1 million individually or $5 million in the aggregate; (I) 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 of the Company and its Subsidiaries, taken as a whole, or of any Subsidiary of the Company; (J) (i) entered into after January 1, 2010, and not yet consummated, for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of any Person for aggregate consideration under such Contract under which in excess of $10 million individually, or $15 million in the remaining amounts to be paid or received by any Acquired Company would reasonably be expected to exceed $1,500,000 in any twelve-month periodaggregate, other than purchases of inventory or similar assets in the ordinary course of business, or (ii) for any acquisition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of any Person, pursuant to which the Company or any of its Subsidiaries has continuing "earn out" or other similar contingent payment obligations (but excluding indemnification obligations with respect to any retained liabilities or breaches of representations, warranties or covenants); (K) that is (i) an agreement pursuant to which the Company or any of its Subsidiaries licenses or is otherwise permitted by a third party to use any material Intellectual Property (other than any "shrink wrap", "commercially available software package", or "click through" license), or (ii) an agreement pursuant to which a third party licenses or is otherwise permitted to use any material Intellectual Property owned by the Company or any of its Subsidiaries, in each case of clauses (i) and (ii) where such agreement is material to the business of the Company and its Subsidiaries, taken as a whole; (L) with any customer of the Company or any Subsidiary or any other Person pursuant to which the Company and its Subsidiaries reasonably expect to receive aggregate payments in excess of $10 million in any calendar year other than purchase orders issued in the ordinary course; (M) with any supplier of the Company or any Subsidiary or any other Person pursuant to which the Company and its Subsidiaries reasonably expect to make aggregate payments in excess of $5 million in any calendar year other than purchase orders issued in the ordinary course; and (N) that is a mortgage, pledge, security agreement, deed of trust or other Contract with another Acquired granting a Lien, other than a Permitted Lien, on any material property or asset of the Company or any Subsidiary thereof (each such Contract described in clauses (A) through (N) is referred to document intercompany loans or arrangements;herein as a "Material Contract"). (ii) any collective bargaining agreements; (iii) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations in excess For purposes of $200,000 owed by any Acquired Company or the guarantee thereof; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit the ability of any Acquired Company to compete in any line of business or with any Person or in any geographic area or sales channel; (vi) any Contract with a director, officer or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annum; (vii) any Contract with an unaffiliated third party with respect to any partnership, limited liability company, joint venture or similar arrangements, or any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subject; (viii) any Contract for the lease, sublease, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month period; (ix) any Contract that provides for the payment, increase or vesting of any benefits or compensation in connection with the transactions contemplated by this Agreement; or (x) any Contract that relates to any settlement of material disputes or material litigation, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which the Acquired Companies do not have any continuing material financial obligations or liabilities.:

Contracts. (a) Schedule 3.11(aSection 3.9(a) of the Parent Company Disclosure Schedules sets forthSchedule identifies each Contract to which any Acquired Company is a party, or by which it is bound, that constitutes a Material Contract as of the date hereofof this Agreement. For purposes of this Agreement, a list each of the following Contracts to which any Acquired Company is a party or by which their respective assets are it is bound (as of the date of this Agreement constitutes a “Material ContractsContract”):: (i) any Contract under which the remaining amounts to be paid that is a settlement, conciliation or received similar Contract with or approved by any Governmental Body and pursuant to which (A) an Acquired Company would reasonably will be expected required after the date of this Agreement to exceed pay monetary obligations in excess of $1,500,000 in any twelve-month period, other than any Contract with another 100,000 or (B) that contains material obligations or limitations on such Acquired Company to document intercompany loans or arrangementsCompany’s conduct; (ii) any collective bargaining agreements; Contract (iiiA) all Contracts which relate that purports to Indebtedness under which any Acquired Company has outstanding obligations in excess of $200,000 owed by any Acquired Company or the guarantee thereof; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit the freedom or purport to limit the ability right of any Acquired Company to compete engage in any line of business or to compete with any other Person in any location or line of business, (B) containing any “most favored nations” terms and conditions (including with respect to pricing) granted by any Acquired Company, or (C) containing exclusivity obligations or otherwise purports to materially limit the freedom or right of any Acquired Company to sell, distribute or manufacture any products or services for any other Person; (iii) any Contract that requires by its terms or is reasonably expected to require the payment or delivery of cash or other consideration to any Acquired Company in an amount having an expected value in excess of $1,000,000 in the fiscal year ending December 31, 2023 or by any Acquired Company in an amount having an expected value in excess of $500,000 in the fiscal year ending December 31, 2023 (other than Contracts or policies with respect to insurance) and in each case which cannot be cancelled by such Acquired Company without penalty or further payment without more than ninety (90) days’ notice; (iv) any Contract relating to Indebtedness in excess of $250,000 (whether incurred, assumed, guaranteed or secured by any asset) of any Acquired Company; (v) any Contract with any Person constituting a joint venture, collaboration, partnership or in any geographic area or sales channelsimilar profit sharing arrangement; (vi) any Contract with (excluding any Employee Plan) that by its express terms requires an Acquired Company, or any successor to, or acquirer of, an Acquired Company, to make any payment to another Person as a director, officer or employee result of any a change of control of such Acquired Company under which such director, officer (a “Change of Control Payment”) or employee is gives another Person a right to be paid more than $350,000 per annumreceive or elect to receive a Change of Control Payment; (vii) any Contract with that prohibits the declaration or payment of dividends or distributions in respect of the capital stock, ordinary shares or other equity interests of an unaffiliated third party with respect to any partnershipAcquired Company, limited liability companythe pledging of the capital stock, joint venture ordinary shares or similar arrangements, or any shareholders, voting or similar Contract to which any other equity interests of an Acquired Company is a party, or the issuance of any guaranty by which any an Acquired Company is bound or to which any Acquired Company is subjectCompany; (viii) any Contract for the lease, sublease, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve(A) In-month periodbound License and (B) Out-bound License; (ix) any each Contract related to the acquisition or divestiture of a business or material assets that provides for the paymentcontains continuing representations, increase covenants, indemnities or vesting of any benefits other obligations (including “earn-out” or compensation in connection with the transactions contemplated by this Agreement; orother contingent payment obligations); (x) any stockholders, investors rights, registration rights or similar Contract; (xi) except for Contracts entered into in the ordinary course of business and not otherwise material to the Company, any Contract which provides for a loan or advance of any amount to any employee of the Company or any temporary agency employee, consultant or other independent contractor of the Company or any of its Subsidiaries; (xii) any Contract that relates to any swap, forward, future, or other similar derivative transaction with a notional value in excess of $250,000; (xiii) any Contract that provides for indemnification by any Acquired Company of any current or former officer, director or employee; (xiv) any Government Contract; (xv) any material Real Property Lease; (xvi) any other Contract that is currently in effect and has been filed (or is required to be filed) by the Company as an exhibit pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (xvii) any collective bargaining agreement or other Contract with any labor organization; (xviii) any Contract for the employment of any individual with any Acquired Company with base salary in excess of $250,000 per annum that is not terminable upon notice of thirty (30) days or less; (xix) any Contract providing for the retention, engagement or termination of any temporary agency employee, consultant or other independent contractor of any Company Corporation with compensation or payments in excess of $250,000 per annum that is not terminable upon notice of thirty (30) days or less; and (xx) any Contract entered into by the Company or any Acquired Company since January 1, 2020, for the settlement of any Legal Proceeding that has not been satisfied or discharged in full (other than a release of claims). (b) As of the date of this Agreement, the Company has either delivered or made available to Parent an accurate and complete copy of each Material Contract or has publicly made available such Material Contract in the ▇▇▇▇▇ database of the SEC. No Acquired Company nor, to the Knowledge of the Company, the other party to a Material Contract is in material disputes breach of, or material litigationdefault under, any Material Contract and no Acquired Company, or to the Knowledge of the Company, the other than (x) releases immaterial in nature party to a Material Contract has taken or amountfailed to take any action that with or without notice, (y) settlement agreements for cash only (which has been paid) lapse of time or (z) settlement agreements both would constitute a material breach of or material default under which any Material Contract. Each Material Contract is, with respect to the Acquired Companies do and, to the Knowledge of the Company, the other party, a valid and binding agreement in full force and effect, enforceable in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Since January 1, 2020, the Acquired Companies have not have received or delivered any continuing written notice regarding any material financial obligations violation or liabilitiesbreach or default under any Material Contract that has not since been cured.

Contracts. (a) Schedule 3.11(aSection 3.9(a) of the Parent Company Disclosure Schedules sets forthSchedule identifies each Contract to which any Acquired Corporation is a party, or by which it is bound, that constitutes a Material Contract as of the date hereofof this Agreement. For purposes of this Agreement, a list each of the following Contracts to which any Acquired Company Corporation is a party or by which their respective assets are it is bound as of the date of this Agreement (whether or not set forth on Section 3.9(a) of the Company Disclosure Schedule) constitutes a “Material ContractsContract”):: (i) any Contract under which the remaining amounts to be paid that is a settlement, conciliation or received similar agreement with or approved by any Governmental Body and pursuant to which (A) an Acquired Company would reasonably Corporation will be expected required after the date of this Agreement to exceed $1,500,000 in pay any twelve-month period, other than any Contract with another monetary obligations or (B) that contains material obligations or limitations on such Acquired Company to document intercompany loans or arrangementsCorporation’s conduct; (ii) any collective bargaining agreements; Contract (iiiA) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations in excess of $200,000 owed by any Acquired Company materially limiting the freedom or the guarantee thereof; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit the ability right of any Acquired Company Corporation or any of its Affiliates to compete engage in any line of business or to compete with any other Person or in any geographic area location or sales channelline of business, (B) containing any “most favored nations” terms and conditions (including with respect to pricing) granted by any Acquired Corporation, or (C) containing exclusivity obligations or otherwise materially limiting the freedom or right of any Acquired Corporation or any of its Affiliates to sell, distribute or manufacture any products or services for any other Person; (iii) any Contract (A) under which aggregate payments in excess of $500,000 were made by or to the Acquired Corporations in the fiscal year ending December 31, 2021 or (B) that requires by its terms or is reasonably expected to require the payment or delivery of cash or other consideration to or by any Acquired Corporation in an amount having an expected value in excess of $500,000 in the fiscal year ending December 31, 2022 and in each case which cannot be cancelled by such Acquired Corporation without penalty or further payment without more than ninety (90) days’ notice; (iv) any Contract relating to (A) the pricing or reimbursement terms for the Key Product, (B) the distribution of the Key Product (for the avoidance of doubt, excluding any Contract solely in respect of courier services), or (C) the purchase from any Acquired Corporation of the Key Product; (v) any Contract relating to Indebtedness in excess of $150,000 (whether incurred, assumed, guaranteed or secured by any asset) of any Acquired Corporation; (vi) any Contract with any Person constituting a directormaterial joint venture, officer collaboration, partnership or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annumsimilar profit sharing arrangement; (vii) any Contract with an unaffiliated third party with respect to any partnership, limited liability company, joint venture or similar arrangements, or any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subjectmaterial group purchasing organization; (viii) any Contract for the lease(excluding any Employee Plan) that by its express terms requires an Acquired Corporation, subleaseor any successor to, saleor acquirer of, purchase an Acquired Corporation, to make any payment to another Person as a result of a change of control of such Acquired Corporation (a “Change of Control Payment”) or other occupancy gives another Person a right with respect to real property that is still in effect and, individually, could reasonably be expected receive or elect to result in payments by any Acquired Company in excess receive a Change of $250,000 in any twelve-month periodControl Payment; (ix) any Contract that provides for prohibits the paymentdeclaration or payment of dividends or distributions in respect of the capital stock of an Acquired Corporation, increase the pledging of the capital stock or vesting other equity interests of an Acquired Corporation or the issuance of any benefits or compensation in connection with the transactions contemplated guaranty by this Agreement; oran Acquired Corporation; (x) any (A) In-bound License and (B) Out-bound License; (xi) any Contract for the lease or sublease of any real property; (xii) any other Contract that is currently in effect and has been filed (or is required to be filed) by the Company as an exhibit pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (xiii) any Contract with any Affiliate, director, executive officer (as such term is defined in the Exchange Act), Person holding 5% or more of the Shares, or, to the knowledge of the Company, any Affiliate (other than the Company) or immediate family member of any of the foregoing; (xiv) any Contract pursuant to which any Acquired Corporation has continuing obligations or interests involving (A) milestone or similar payments, including upon the achievement of regulatory or commercial milestones, in each case in excess of $1,000,000 of future payments in the aggregate or (B) payment of royalties or other amounts calculated based upon any revenues or income of any Acquired Corporation, in each case in excess of $1,000,000 of future payments in the aggregate; (xv) any Contract that relates to the research, development, distribution, marketing, supply, license, collaboration, co-promotion or manufacturing of the Key Product, which, if terminated or not renewed, would reasonably be expected to have a material and adverse effect on the Key Product; (xvi) any settlement Contract that is with any Person who is a supplier to the Company of (A) material disputes tangible products or services relating to the Key Product, or (B) such products or services relating to the Key Product that cannot be obtained from another source for a substantially similar cost with substantially similar quality; (xvii) any Contract that relates to the research, development, distribution, marketing, supply, license, collaboration, co-promotion or manufacturing of the Company’s product candidates, which, if terminated or not renewed, would reasonably be expected to have a material and adverse effect on the Company’s product candidates; (xviii) any Contract with any Governmental Body under which payments in excess of $500,000 were received by the Acquired Corporations in the most recently completed fiscal year or under which payments in excess of such amount are reasonably expected to be made in the current or any future fiscal year; (xix) any Contract for the acquisition or divestiture of assets that contains financial covenants, indemnities or other payment obligations that would reasonably be expected to result in the receipt or making of future payments by the Company or any Company Subsidiary in excess of $1,000,000; and (xx) any Contract not otherwise required to be disclosed under the foregoing clauses (i) through (xix) that would reasonably be expected to, as of the date hereof, involve payments by or to the Company of more than $1,000,000 between the date hereof and December 31, 2024 and which cannot be cancelled by the Company without penalty or further payment without more than ninety (90) days’ notice. (b) As of the date of this Agreement, the Company has either delivered or made available to Parent an accurate, unredacted and complete copy of each Material Contract or has publicly made available an accurate, unredacted and complete copy of such Material Contract in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, no (i) Acquired Corporation nor, to the knowledge of the Company, the other party to a Material Contract is in material breach of, or material litigationdefault under, any Material Contract and no Acquired Corporation, or to the knowledge of the Company, the other than party to a Material Contract has taken or failed to take any action that with or without notice, lapse of time or both would constitute a material breach of or material default under any Material Contract and (xii) releases immaterial in nature or amounteach Material Contract is, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which with respect to the Acquired Companies do Corporations and, to the knowledge of the Company, the other party, a valid and binding agreement in full force and effect, enforceable in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Since January 1, 2019, the Acquired Corporations have not have received any continuing written notice regarding any material financial obligations violation or liabilitiesbreach or default under any Material Contract that has not since been cured. No Acquired Corporation has waived in writing any rights under any Material Contract, the waiver of which would have, either individually or in the aggregate, a Material Adverse Effect.

Contracts. (a) Schedule 3.11(aSection 5.15(a) of the Parent Disclosure Schedules sets forth, as of the date hereof, a list of Schedule lists the following Contracts to which any Acquired Company is a party or by which their respective assets are bound (collectively, the “Material Contracts”): (i) any Contract under all Contracts to which the remaining amounts to be paid or received by any Acquired Company would reasonably be expected to exceed $1,500,000 is a party (excluding purchase orders that have been performed in any twelve-month periodall respects and for which there are no further liabilities or obligations outstanding) that are with customers, other than any Contract with another suppliers, or vendors providing for aggregate or annual expenditures or receipts or payments by such Acquired Company to document intercompany loans of $100,000 or arrangementsmore, except any Contracts with customers that have been performed in all respects and for which there are only warranty obligations outstanding; (ii) any collective bargaining agreementsall Contracts to which an Acquired Company is a party relating to Indebtedness of such Acquired Company; (iii) all Contracts to which relate to Indebtedness under which any an Acquired Company has outstanding obligations in excess is a party relating to employment or compensation of $200,000 owed by any Acquired Company salaried (rather than hourly-based) Employee or the guarantee thereofcontaining any change-in-control or severance payment obligations; (iv) all Contracts under to which any an Acquired Company has guaranteed any Liability is a party that are with independent contractors or the obligations of any other Person (other another Acquired Company) consultants providing for annualized remuneration in excess of (or that is reasonably expected to be in excess of) $150,000100,000; (v) all agency, marketing, and advertising Contracts containing covenants made by any to which an Acquired Company is a party; (vi) all Contracts to which an Acquired Company is a party relating to equity grants, or equity options; (vii) all lease agreements (whether of real or personal property) to which an Acquired Company is a party providing for annual rentals in excess of $100,000; (viii) all Contracts to which an Acquired Company is a party that materially limit or purport is with any Affiliate of such Acquired Company; (ix) all Contracts to limit which an Acquired Company is a party restricting the ability of any such Acquired Company to compete engage in any line of business or to compete with any Person or in any geographic area or sales channelPerson; (vix) any Contract with a director, officer or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annum; (vii) any Contract with an unaffiliated third party with respect to any partnership, limited liability company, joint venture or similar arrangements, or any shareholders, voting or similar Contract all Contracts to which any an Acquired Company is a partyparty that provide for the indemnification by such Acquired Company of any current or former director or officer of such Acquired Company; (xi) all Contracts to which an Acquired Company is a party that relate to the acquisition or disposition of any business, a material amount of stock or assets (in the case of assets, other than the acquisition or disposition of inventory in the Ordinary Course of Business) of any other Person, or any real property (whether by merger, sale of stock, sale of assets, or otherwise); (xii) all Contracts to which an Acquired Company is a party that are with any Governmental Authority; (xiii) all Contracts to which an Acquired Company is a party that provide for any joint venture, partnership, or similar arrangement; and (xiv) all other Contracts to which an Acquired Company is a party that are not made in the Ordinary Course of Business or that are material to the Acquired Companies taken as a whole. (b) Except as set forth in Section 5.15(b) of the Disclosure Schedule, each of the Material Contracts is in full force and effect, is a valid and binding obligation of the applicable Acquired Company, and is enforceable in accordance with its terms (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar Laws affecting creditors’ rights generally and general principles of equity). Except as set forth in Section 5.15(b) of the Disclosure Schedule, no Acquired Company, nor, to the Knowledge of Sellers, any other party thereto, is in material breach of, or material default under, or has provided or received any written notice of any intention to terminate, any Material Contract. Except as set forth in Section 5.15(b) of the Disclosure Schedule, to the Knowledge of Sellers, no event or circumstance has occurred that, with notice or lapse of time or both, would (i) constitute an event of default under any Material Contract or (ii) cause or permit the acceleration of any material obligation, or the loss of any material benefit, of the Acquired Company thereunder, or result in any Acquired Company is bound or to which becoming liable for any Acquired Company is subject; (viii) any Contract for the lease, sublease, sale, purchase liquidated or other occupancy right with respect damages. Complete and correct copies of each Material Contract (including all material modifications, amendments, and supplements thereto and waivers thereunder) have been made available to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month period; (ix) any Contract that provides for the payment, increase or vesting of any benefits or compensation in connection with the transactions contemplated by this Agreement; or (x) any Contract that relates to any settlement of material disputes or material litigation, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which the Acquired Companies do not have any continuing material financial obligations or liabilitiesBuyers.

Contracts. (a) Schedule 3.11(a) Appendix B of the Parent Disclosure Schedules sets forth, as of the date hereof, a this Agreement provides an accurate list of the following Contracts to which any Acquired Seller Company is a party or by which their respective assets are any Seller Company is bound that is primarily used in, or otherwise necessary for, the operation of the Business (collectively, the “Material Business Contracts”): (i) any each Contract under which the remaining amounts to be paid (other than purchase orders for Inventory) that involves performance of services or received delivery of goods or materials by any Acquired Seller Company would reasonably of an amount or value in excess of $50,000; provided, that Seller shall not be expected required to exceed $1,500,000 in list any twelve-month period, other than any Contract with another Acquired Company to document intercompany loans or arrangementscustomer Contract; (ii) each Contract (other than purchase orders for Inventory) that involves performance of services or delivery of goods or materials to any collective bargaining agreementsSeller Company of an amount or value in excess of $25,000; (iii) all Contracts which relate to Indebtedness under which any Acquired Company each Contract in respect of Business Intellectual Property (other than licenses for shrinkwrap, clickwrap or other similar commercially available off-the-shelf software that has outstanding obligations in excess of $200,000 owed not been modified or customized by any Acquired Company or a third party for the guarantee thereofBusiness); (iv) all Contracts under which each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Seller Company has guaranteed any Liability or the obligations of with any other Person (other another Acquired Company) in excess of $150,000Person; (v) all Contracts any agreement relating to indebtedness for borrowed money or extensions of credit; (vi) each Contract containing covenants made by that restrict the business activity of any Acquired Company that materially limit Seller Company, including, but not limited to, any exclusivity covenants, or purport to limit the ability freedom of any Acquired Seller Company to compete engage in any line of business or to compete with any Person or in any geographic area or sales channel; (vi) any Contract with a director, officer or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annumPerson; (vii) any Contract with an unaffiliated third party with respect agreement providing for indemnification by any Seller Company, other than indemnification provided to any partnership, limited liability company, joint venture customers or similar arrangements, or any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subjectvendors in the Ordinary Course of Business; (viii) any Contract for consultant or contractor of the leaseBusiness, sublease, sale, purchase other than at-will arrangements that do not include severance or other occupancy right with respect to real property that is still in effect “change of control” provisions; and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month period; (ix) any Contract that provides for the paymenteach amendment, increase supplement, and modification (whether oral or vesting written) in respect of any benefits or compensation in connection with of the transactions contemplated by this Agreement; orforegoing. (xb) Except as otherwise might be noted in this Agreement or any associated Transaction Documents, as of the date hereof, all of the Business Contracts are in full force and effect and are enforceable in accordance with their terms except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally, and (ii) is subject to general principles of equity. (c) Except as otherwise might be noted in this Agreement or any associated Transaction Documents, as of the date hereof, no Seller Company is in breach in any material respect of or default under (and to Sellers’ Knowledge, no event has occurred which with notice or the passage of time or both would constitute a breach in any material respect of or default under) any Business Contract that relates nor, to Sellers’ Knowledge, is any other party to any settlement such Business Contract in breach in any material respect of material disputes or material litigation, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements default under which the Acquired Companies do not have any continuing material financial obligations or liabilitiessuch Business Contract.

Contracts. (a) Schedule 3.11(aSection 1.02(a)(iii) of the Parent Seller Disclosure Schedules sets forth, as of the date hereof, Schedule is a true and correct list of the following Contracts to which any Acquired Company is a party or by which their respective assets are bound (the “Material Contracts”):each Transferred Contract that is: (i) a lease or similar agreement with any Contract person under which the remaining amounts to be paid (A) Seller or received a Selling Affiliate is lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any Acquired Company would reasonably be expected to exceed $1,500,000 person or (B) Seller or a Selling Affiliate is a lessor or sublessor of, or makes available for use by any person, any tangible personal property owned or leased by Seller or a Selling Affiliate, in any twelve-month periodsuch case which has an aggregate future liability or receivable, other as the case may be, in excess of [ * ] and is not terminable by Seller or a Selling Affiliate by notice of not more than any Contract with another Acquired Company to document intercompany loans or arrangements;ninety (90) days for a cost of less than [ * ]; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) (A) a continuing contract for the future purchase of materials, supplies or equipment (other than purchase contracts and orders for inventory in the ordinary course of business consistent with past practice) or (B) a management, service, consulting or other similar type of contract (other than contracts for services in the ordinary course of business), in any collective bargaining agreementssuch case which has an aggregate future liability to any person in excess of [ * ] and is not terminable by Seller or a Selling Affiliate by notice of not more than ninety (90) days for a cost of less than [ * ]; (iii) all Contracts which relate to Indebtedness an agreement, contract or other instrument under which Seller or a Selling Affiliate has borrowed any Acquired Company has outstanding obligations in excess money from, or issued any note, bond, debenture or other evidence of $200,000 owed by indebtedness to, any Acquired Company person or the guarantee thereofany other note, bond, debenture or other evidence of indebtedness issued to any person; (iv) all Contracts under which an agreement, contract or other instrument, other than confirmatory purchase orders, made between Seller or a Selling Affiliate with any Acquired Company has guaranteed any Liability material customer or the obligations of any other Person (other another Acquired Company) in excess of $150,000material supplier; (v) all Contracts containing covenants made by any Acquired Company that materially limit an agreement, contract or purport to limit other instrument that, following the consummation of the Transactions, would restrict the ability of any Acquired Company Purchaser to compete with any person in any line of business or with any Person or in any geographic area or sales channelto engage in any business or other activity, including any restrictions relating to “exclusivity” in favor of any person other than Seller or a Selling Affiliate; (vi) an agreement, contract or other instrument pursuant to which rights to any Contract with material Transferred Software are licensed to Seller or a director, officer or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annumSelling Affiliate; (vii) an agreement, contract or other instrument providing for the indemnification by Seller or any Contract with an unaffiliated Selling Affiliate of any third party with respect to for any partnership, limited liability company, joint venture Tax or similar arrangementsenvironmental Liability, or the assumption by Seller or any shareholders, voting Selling Affiliate of any Tax or similar Contract to which environmental Liability of any Acquired Company is a third party, by which any Acquired Company is bound in each case other than customary indemnification provisions incorporated in the ordinary course in Transferred Contracts that are not primarily related to the allocation of responsibility for Tax or to which any Acquired Company is subjectenvironmental matters;; (viii) any Contract for the leasean agreement, sublease, sale, purchase contract or other occupancy right instrument that includes any powers of attorney with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month period;Assets; and (ix) any Contract that provides for the paymentother agreement, increase contract, lease, license, commitment or vesting of any benefits instrument to which Seller or compensation in connection with the transactions contemplated a Selling Affiliate is a party or by this Agreement; or (x) any Contract that relates or to which it is bound or subject which has an aggregate future liability to any settlement person in excess of material disputes [ * ] and is not terminable by Seller or material litigationa Selling Affiliate by notice of not more than ninety (90) days for a cost of less than [ * ], other than the Lease. (xb) releases immaterial Except as set forth on Section 4.06(b) of the Seller Disclosure Schedule, each Transferred Contract is valid, binding and in nature full force and effect on the applicable Selling Affiliate, and, to the knowledge of Seller, the other party to each Transferred Contract, and, to the knowledge of Seller, is enforceable by Seller or amounta Selling Affiliate in accordance, in all [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. material respects, with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally, general principles of equity and the discretion of courts in granting equitable remedies. Except as set forth on Section 4.06(b) of the Seller Disclosure Schedule, (yi) settlement agreements for cash only Seller and the Selling Affiliates have performed all obligations required to be performed by them to date under the Transferred Contracts and are not (which has been paidwith or without the lapse of time or the giving of notice, or both) in breach or default in any respect thereunder, and (zii) settlement agreements under which to the Acquired Companies do knowledge of Seller, no other party to any of the Transferred Contracts set forth on Section 1.02(a)(iii) of the Seller Disclosure Schedule, as of the date of this Agreement, is (with or without the lapse of time or the giving of notice, or both) in breach or default in any respect thereunder, except in each case to the extent that such failure to perform, breach or default would not be reasonably likely to have any continuing material financial obligations or liabilitiesa Material Adverse Effect.

Contracts. (a) Schedule 3.11(aSection 3.15(a) of the Parent Disclosure Schedules sets forthforth a complete list, as of the date hereof, of each Contract to which a list member of the following Contracts to which any Acquired Company Seller Group is a party (but only if such Contract primarily relates to or by is primarily used or held for use in connection with the Business) or to which their respective assets are bound (the “Material Contracts”):a Transferred Entity is a party: (i) any Contract under which the remaining amounts to be paid that (A) limits or received by any Acquired Company would reasonably be expected to exceed $1,500,000 in any twelve-month period, other than any Contract with another Acquired Company to document intercompany loans or arrangements; (ii) any collective bargaining agreements; (iii) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations in excess of $200,000 owed by any Acquired Company or the guarantee thereof; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport purports to limit the ability of any Acquired Company the Business to compete in any line of business, service or product or within any industry or geographical area, (B) grants exclusivity to any Person in respect of any product or service, (C) grants any right of first refusal, right of first offer or similar right to acquire exclusive rights or ownership with respect to any service, product or Intellectual Property and/or (D) grants “most favored nation” or similar rights to any Person, in the case of clauses (A), (B) and (C), other than Contracts entered into in the ordinary course of business; (ii) that expressly creates a partnership or joint venture or similar arrangement involving an investment or any sharing or profits, losses, costs or liabilities by the Business with any other Person; (iii) under which any member of the Seller Group has an outstanding obligation or liability, including any continuing indemnification obligation and any “earn-out” or similar contingent payment obligation, relating to the acquisition or disposition of any business or with entity (whether by merger, sale of stock, sale of assets or otherwise); (iv) for the purchase of materials, supplies, goods, equipment or services under which payments in excess of $1,000,000 were made by or on behalf of the Business during fiscal year 2018, other than any Person Contract that can be terminated by the Seller Group at will without premium or in penalty on less than ninety (90) days’ notice; (v) for goods and services provided by the Business under which the amount billed by the Business exceeded $1,920,000 during fiscal year 2018, other than any geographic area Contract that can be terminated at will without premium or sales channelpenalty on less than ninety (90) days’ notice; (vi) relating to Indebtedness having an outstanding principal amount, or the making of guarantees or loans by any Contract with a directormember of the Seller Group, officer or employee in each case, involving amounts in excess of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annum1,000,000; (vii) that requires any outstanding capital commitment or capital expenditure by the Seller Group in respect of the Business of $1,000,000 or more, in the aggregate, other than any Contract with an unaffiliated third party with respect to any partnership, limited liability company, joint venture that can be terminated by the Seller Group at will without premium or similar arrangements, or any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subjectpenalty on less than ninety (90) days’ notice; (viii) that grants to any Contract for member of the leaseSeller Group (A) ownership or exclusive rights to material Intellectual Property or (B) any other license to material Intellectual Property used in the Business, subleaseother than non-exclusive, sale, purchase or other occupancy right commercially available software licenses with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess annual fees of less than $250,000 in any twelve-month period1,500,000; (ix) that (A) grants an Encumbrance (other than Permitted Encumbrances) on all or any Contract that provides for part of the payment, increase tangible or vesting intangible assets of the Transferred Entities or the Transferred Assets or (B) limits the ability of any benefits Transferred Entity to incur Indebtedness, pay or compensation in connection with the transactions contemplated make any dividends or distributions, or create Encumbrances on assets, rights or properties owned by this Agreement; orany Transferred Entity; (x) reflecting a settlement of any Contract that relates threatened or pending Action either (A) entered into since January 1, 2016 and under which a payment in excess of $1,500,000 was made by or on behalf of the Business or (B) containing continuing obligations or restrictions on the Business or any Transferred Entity; and (xi) under which any member of the Seller Group has granted to any settlement third party any right to use or exploit any Transferred Intellectual Property or Intellectual Property owned by the Transferred Entities, whether by way of material disputes a license, covenant not to ▇▇▇ or material litigation, otherwise (other than or Contracts for the non-exclusive licenses to (xA) releases immaterial customers solely for use of the Business Products in nature object-code or amount(B) resellers and distributors for the purpose of reselling and distributing the Business Products, in each case granted in the ordinary course of business). The Contracts required to be set forth on Section 3.15(a) of the Disclosure Schedules are collectively referred to herein as the “Material Contracts”. (b) The Seller has delivered to the Purchaser, in all material respects, true, correct and complete copies of each of the Material Contracts, together with any material amendments, modifications or supplements thereto. Except as would not be material to the Business, the Transferred Entities and the Transferred Assets, taken as a whole, (yi) settlement agreements for cash only each Material Contract is in full force and effect and is a valid and binding agreement of the relevant member of the Seller Group, and to the Knowledge of the Seller, the other parties thereto, enforceable in accordance with its terms, subject to the Enforceability Exceptions, (ii) no member of the Seller Group is in breach of or default under any Material Contract to which it is a party, and, to the Knowledge of the Seller, no other party to any such Contract is in breach thereof or default thereunder, (iii) no member of the Seller Group has been paidreceived from any counterparty any written notice of termination or written notice or written claim of default by such member of the Seller Group under any Material Contract and (iv) to the Knowledge of the Seller, no event has occurred that, with or (z) settlement agreements without notice or lapse of time or both, would result in a breach or default under which any Material Contract by any member of the Acquired Companies Seller Group. Notwithstanding the foregoing, the representations and warranties contained in this Section 3.15 do not have any continuing material financial obligations or liabilitiesapply to the Transferred Real Property Leases, which are covered in Section 3.16.

Contracts. (a) Schedule 3.11(aPart 2.9(a) of the Parent Company Disclosure Schedules sets forthSchedule identifies each Company Contract that constitutes a Material Contract. For purposes of this Agreement, as of the date hereof, a list each of the following Company Contracts shall be deemed to which any Acquired Company is constitute a party or by which their respective assets are bound (the “Material ContractsContract”):: (i) any Company Contract under constituting a Company Employee Agreement pursuant to which any of the remaining amounts Acquired Corporations is or may become obligated to be paid (A) make any severance, termination, tax gross-up or received similar payment to any current or former Company Associate or any spouse or heir of any current or former Company Associate except for severance, termination or similar payments required by any Acquired Company would reasonably be expected to applicable Legal Requirements that does not exceed $1,500,000 in 75,000 per beneficiary, (B) make any twelve-month periodbonus, deferred compensation or similar payment (other than payments constituting base salary or commissions paid in the ordinary course of business) in excess of $75,000 to any Contract with another Acquired current or former Company to document intercompany loans Associate or arrangements(C) grant or accelerate the vesting of, or otherwise modify, any Company Equity Award other than accelerated vesting provided in Company Equity Plans; (ii) any collective bargaining agreementsCompany Contract (A) limiting the freedom or right of any Acquired Corporation to engage in any line of business, to make use of any material Company IP or to compete with any other Person in any location or line of business, including any settlement agreement, cross license agreement, concurrent use agreement, consent to use agreement or standstill agreement or (B) containing any “most favored nations” terms and conditions (including with respect to pricing) granted by any of the Acquired Corporations or exclusivity obligations or restrictions or otherwise materially limiting the freedom or right of any Acquired Corporation to sell, distribute or manufacture any products or service or any technology or other assets to or for any other Person; (iii) all Contracts which relate to Indebtedness under which any Company Contract that requires by its terms the payment or delivery of cash or other consideration by the Acquired Company has outstanding obligations Corporations in an amount having an expected value in excess of $200,000 owed 150,000 in any fiscal year of the Company (each such obligation, a “Minimum Payment Obligation”) and cannot be cancelled by any the Acquired Company Corporations without penalty or further payment without more than ninety (90) days’ notice (other than payments for services rendered to the guarantee thereofdate); (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) Contract relating to Indebtedness in excess of $150,000150,000 (whether incurred, assumed, guaranteed or secured by any asset) of the Acquired Corporations, other than any Indebtedness between or among the Acquired Corporations; (v) all Contracts containing covenants made by any Acquired Company Contract that materially limit creates or purport to limit grants an Encumbrance on material properties or other material assets of the ability of any Acquired Company to compete in any line of business or with any Person or in any geographic area or sales channelits Subsidiary, other than Permitted Encumbrances; (vi) any Company Contract or arrangement with any Person constituting (A) a directorjoint venture, officer partnership, collaboration or employee of any Acquired Company under which such directorlimited liability corporation or (B) a development, officer marketing or employee is to be paid more than $350,000 per annumdistribution arrangement; (vii) any Company Contract with that requires or expressly permits an unaffiliated third party with respect to any partnership, limited liability company, joint venture or similar arrangementsAcquired Corporation, or any shareholderssuccessor, voting to, or similar Contract acquirer of an Acquired Corporation, to which make any payment to another person as a result of a change of control of such Acquired Company is Corporation (a party, by which any Acquired Company is bound “Change of Control Payment”) or gives another Person a right to which any Acquired Company is subjectreceive or elect to receive a Change of Control Payment; (viii) any Company Contract for that prohibits the leasepayment of dividends or distributions in respect of the capital stock of any of the Acquired Corporations, sublease, sale, purchase prohibits the pledging of the capital stock or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments equity interests of the Acquired Corporations or prohibits the issuance of any guaranty by any the Acquired Company in excess of $250,000 in any twelve-month periodCorporations; (ix) any Company Contract that provides for involves the paymentacquisition from another Person or disposition to another Person, increase directly or vesting indirectly (by merger or otherwise), of any benefits material asset, a business, division or compensation Subsidiary that (A) was entered into since January 31, 2009 and was for aggregate consideration under such Company Contract (or series of related Contracts) in connection with the transactions contemplated excess of $3,000,000 or (B) contains obligations (including indemnification, earn-out or other contingent obligations) that are still in effect and could result in material payments by this Agreement; orany Acquired Corporation; (x) any license agreements pursuant to which any of the Acquired Corporations licenses in any Intellectual Property Right or licenses out any Intellectual Property Right owned by the Acquired Corporations (other than license agreements for commercially available software on standard terms); (xi) any Company Lease; and (xii) any other Company Contract that relates is currently in effect and has been filed (or is required to be filed) by the Company as an exhibit pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act. (b) As of the date of this Agreement, the Company has either delivered or otherwise made available to Parent or Parent’s Representatives an accurate and complete copy of each Material Contract or has publicly made available such Material Contract in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC, except, in each case, for the Company Leases set forth in Part 2.9(b) of the Company Disclosure Schedule. Except as set forth on Part 2.9(b) of the Company Disclosure Schedule, neither the Acquired Corporations nor, to the knowledge of the Acquired Corporations, the other party is in violation or breach of or default under any settlement Material Contract and, neither the Acquired Corporations, or to the knowledge of material disputes the Acquired Corporations, the other party has taken or failed to take any action that with or without notice, lapse of time or both would constitute a violation or breach of or material litigationdefault under any Material Contract. Each Material Contract is, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which with respect to the Acquired Companies do Corporations and, to the knowledge of the Acquired Corporations, the other party, a valid agreement, binding, and in full force and effect. To the knowledge of the Acquired Corporations, each Material Contract is enforceable by the applicable Acquired Corporation in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Except as set forth on Part 2.9(b) of the Company Disclosure Schedule, no Acquired Corporation has received any written or, to the knowledge of the Acquired Corporations, oral notice regarding any violation or breach or default under any Material Contract that has not since been cured. The Acquired Corporations have not waived in writing any continuing material financial obligations rights under any Material Contract. The Company has not received any notice in writing from any Person that such Person intends to terminate, or liabilitiesnot renew, any Material Contract. There are no renegotiations of, or attempts to renegotiate, any Material Contract with any Person and no party to a Material Contract has made written demand for such renegotiation or, to the knowledge of the Acquired Corporations, no Person (including the Acquired Corporations) has any intention to commence any such renegotiation. (c) Except as set forth in Part 2.9(c) of the Company Disclosure Schedule, the Acquired Corporations have paid all Minimum Payment Obligations required to be paid on or prior to the date of this Agreement. (d) To the knowledge of the Acquired Corporations, none of the Acquired Corporations is, as of the date of this Agreement, a party to a Contract with a Specially Designated National or Blocked Person as defined by the Office of Foreign Asset Control of the United States Department of the Treasury.

Contracts. (a) Schedule 3.11(aSection 3.9(a) of the Parent Company Disclosure Schedules sets forthSchedule identifies each Contract to which any Acquired Corporation is a party, or by which it is bound, that constitutes a Material Contract as of the date hereofof this Agreement. For purposes of this Agreement, a list each of the following Contracts to which any Acquired Company Corporation is a party or by which their respective assets are it is bound as of the date of this Agreement (whether or not set forth on Section 3.9(a) of the Company Disclosure Schedule) constitutes a “Material ContractsContract”):: (i) any Contract under which the remaining amounts to be paid that is a settlement, conciliation or received similar agreement with or approved by any Governmental Body and pursuant to which (A) an Acquired Company would reasonably Corporation will be expected required after the date of this Agreement to exceed $1,500,000 in pay any twelve-month period, other than any Contract with another monetary obligations or (B) that contains material obligations or limitations on such Acquired Company to document intercompany loans or arrangementsCorporation’s conduct; (ii) any collective bargaining agreements; Contract (iiiA) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations in excess of $200,000 owed by any Acquired Company materially limiting the freedom or the guarantee thereof; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit the ability right of any Acquired Company Corporation or any of its Affiliates (including, after the Closing, Parent and its Affiliates) to compete engage in any line of business or to compete with any other Person or in any geographic area location or sales channelline of business, (B) containing any “most favored nations” terms and conditions granted by any Acquired Corporation, or (C) containing exclusivity obligations or otherwise materially limiting the freedom or right of any Acquired Corporation or any of its Affiliates (including, after the Closing, Parent and its Affiliates) to sell, distribute or manufacture any products or services for any other Person; (iii) any Contract (excluding any Employee Plan) (A) under which aggregate payments in excess of $200,000 were made by or to the Acquired Corporations in the fiscal year ending December 28, 2024 or (B) that requires by its terms or is reasonably expected to require the payment or delivery of cash or other consideration to or by any Acquired Corporation in an amount having an expected value in excess of $200,000 in the fiscal year ending December 28, 2024 and in each case which cannot be cancelled by such Acquired Corporation without penalty or further payment without more than ninety (90) days’ notice; (iv) any Contract with one of the ten (10) largest suppliers or vendors of the Acquired Corporations, taken as a whole, in the fiscal year ending December 28, 2024; (v) any Contract relating to Indebtedness in excess of $50,000 (whether incurred, assumed, guaranteed or secured by any asset) of any Acquired Corporation; (vi) any Contract with any Person constituting a directormaterial joint venture, officer collaboration, partnership or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annumsimilar profit sharing arrangement; (vii) any Contract with (excluding any Employee Plan) that by its express terms requires an unaffiliated third party with respect to any partnership, limited liability company, joint venture or similar arrangementsAcquired Corporation, or any shareholderssuccessor to, voting or similar Contract acquirer of, an Acquired Corporation, to which make any payment to another Person as a result of a change of control of such Acquired Company is Corporation (a party, by which any Acquired Company is bound “Change of Control Payment”) or gives another Person a right to which any Acquired Company is subjectreceive or elect to receive a Change of Control Payment; (viii) any Contract that prohibits the declaration or payment of dividends or distributions in respect of the capital stock of an Acquired Corporation, the pledging of the capital stock or other equity interests of an Acquired Corporation or the issuance of any guaranty by an Acquired Corporation; (ix) any (A) In-bound License and (B) Out-bound License; (x) any Contract for the leaselease or sublease of any real property; (xi) any other Contract that is currently in effect and has been filed (or is required to be filed) by the Company as an exhibit pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (xii) any Contract with any Affiliate, subleasedirector, saleexecutive officer (as such term is defined in the Exchange Act), purchase Person holding 5% or more of the Shares, or, to the knowledge of the Company, any Affiliate (other than the Company) or immediate family member of any of the foregoing; (xiii) any Contract with any Governmental Body under which payments were received by the Acquired Corporations in the most recently completed fiscal year or under which payments are reasonably expected to be made in the current or any future fiscal year; (xiv) any Contract for the acquisition or divestiture of assets that contains financial covenants, indemnities or other occupancy right with respect to real property payment obligations that is still in effect and, individually, could would reasonably be expected to result in the receipt or making of future payments by the Company or any Acquired Company Subsidiaries in excess of $250,000 in any twelve-month period;250,000; and (ixxv) any Contract not otherwise required to be disclosed under the foregoing clauses (i) through (xiv) that provides for would reasonably be expected to, as of the paymentdate hereof, increase involve payments by or vesting to the Company of any benefits more than $250,000 between the date hereof and December 31, 2027 and which cannot be cancelled by the Company without penalty or compensation in connection with further payment without more than ninety (90) days’ notice. (b) As of the transactions contemplated by date of this Agreement; or , the Company has either delivered or made available to Parent an accurate, unredacted and complete copy of each Material Contract or has publicly made available an accurate, unredacted and complete copy of such Material Contract in the Electronic Data Gathering, Analysis and Retrieval (x▇▇▇▇▇) database of the SEC. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, no (i) Acquired Corporation nor, to the knowledge of the Company, the other party to a Material Contract is in breach of, or default under, any Material Contract and no Acquired Corporation, or to the knowledge of the Company, the other party to a Material Contract has taken or failed to take any action that with or without notice, lapse of time or both would constitute a breach of or default under any Material Contract and (ii) each Material Contract is, with respect to the Acquired Corporations and, to the knowledge of the Company, the other party, a valid and binding agreement in full force and effect, enforceable in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Since January 1, 2022, the Acquired Corporations have not received any written notice, or to the knowledge of the Company, oral notice, regarding any material violation or breach or default under any Material Contract that relates to has not since been cured. No Acquired Corporation has waived in writing any settlement rights under any Material Contract, the waiver of material disputes which would have, either individually or material litigationin the aggregate, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which the Acquired Companies do not have any continuing material financial obligations or liabilitiesa Material Adverse Effect.

Contracts. (a) Schedule 3.11(a) of 5.18 contains an accurate and complete list, and Seller has afforded Buyers or their Representatives the Parent Disclosure Schedules sets forthopportunity to review accurate and complete copies, as of the date hereof, a list of the following Contracts to which any Acquired Company is a party or by which their respective assets are bound (the “Material Contracts”):of: (i) any each Seller Contract under which the remaining amounts to be paid that involves performance of services or received delivery of goods or materials by any Acquired Company would reasonably be expected to exceed $1,500,000 in any twelve-month period, other than any Contract with another Acquired Company to document intercompany loans or arrangementsSeller; (ii) any collective bargaining agreementseach Seller Contract that involves performance of services or delivery of goods or materials to Seller; (iii) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations each Seller Contract that was not entered into in excess the Ordinary Course of $200,000 owed by any Acquired Company or the guarantee thereofBusiness; (iv) all Contracts under which each Seller Contract affecting the ownership of, leasing of, title to, use of or any Acquired Company has guaranteed leasehold or other interest in any Liability Real Property or the obligations of any other Person (other another Acquired Company) in excess of $150,000personal property; (v) all Contracts each Seller Contract with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employment; (vi) each Seller Contract (however named) involving a sharing of profits, losses, costs or liabilities by Seller with any other Person; (vii) each Seller Contract containing covenants made by that in any Acquired Company that materially limit or way purport to restrict Seller's business activity or limit the ability freedom of any Acquired Company Seller to compete engage in any line of business or to compete with any Person or in any geographic area or sales channel; (vi) any Contract with a director, officer or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annum; (vii) any Contract with an unaffiliated third party with respect to any partnership, limited liability company, joint venture or similar arrangements, or any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subjectPerson; (viii) any each Seller Contract providing for the lease, sublease, sale, purchase payments to or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month periodPerson based on sales, purchases or profits, other than direct payments for goods; (ix) any Contract each power of attorney of Seller that provides for the payment, increase or vesting of any benefits or compensation in connection with the transactions contemplated by this Agreement; oris currently effective and outstanding; (x) each Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller to be responsible for consequential damages; (xi) each Seller Contract for capital expenditures; (xii) each Seller Contract not denominated in U.S. dollars; (xiii) each written warranty, guaranty and/or other similar undertaking with respect to contractual performance extended by Seller other than in the Ordinary Course of Business; and -------------------------------------------------------------------------------- 24 (xiv) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. (b) No Shareholder has or may acquire any rights under, and no Shareholder has or may become subject to any obligation or liability under, any Contract that relates to the business of Seller or any settlement of the Assets. (c) Except as set forth on Schedule 5.18: (i) each Contract identified or required to be identified on Schedule 5.18 and which is to be assigned to or assumed by Buyers under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms; and (ii) each Contract identified or required to be identified on Schedule 5.18 and which is being assigned to or assumed by Buyers is assignable by Seller to Buyers without the consent of any other Person. (d) Except as set forth on Schedule 5.18, Seller has received no actual notice that: (i) Seller was, and at all times since October 1, 2000 had been, otherwise than in compliance with all applicable terms and requirements of each Seller Contract which is being assumed by Buyers; (ii) each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to Buyers was, and at all times since October 1, 2000 had been, otherwise than in full compliance with all applicable terms and requirements of such Contract; (iii) any event had occurred or circumstance existed that (with or without notice or lapse of time) would contravene, conflict with or result in a Breach of, or give Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyers; (iv) any event had occurred or circumstance existed under or by virtue of any Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller had given to or received from any other Person, at any time since October 1, 2000, any notice or other communication (whether oral or written) regarding any actual, alleged, possible or potential violation or Breach of, or default under, any Contract which is being assigned to or assumed by Buyers. (e) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material disputes amounts paid or material litigationpayable to Seller under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) Each Contract relating to the sale, other than (x) releases immaterial in nature design, manufacture or amount, (y) settlement agreements for cash only (which provision of products or services by Seller has been paid) entered into in the Ordinary Course of Business of Seller and has been entered into without the commission of any act alone or (z) settlement agreements under which the Acquired Companies do not have in concert with any continuing material financial obligations other Person, or liabilitiesany consideration having been paid or promised, that is or would be in violation of any Law.

Contracts. (a) Schedule 3.11(aSection 2.11(a) of the Parent Disclosure Schedules sets forth, as Schedule (with paragraph references corresponding to those set forth below) contains a true and complete list of the date hereof, a list each of the following Contracts or other arrangements (true and complete copies of which or, if none, reasonably complete and accurate written descriptions thereof, together with all amendments and supplements thereto and all waivers of any terms thereof, have been provided to Acquirer prior to the execution of this Agreement), to which any Acquired the Company is a party or by which their respective assets are bound (the “Material Contracts”):any of its Assets and Properties is bound: (i) (A) all Contracts (excluding Plans) providing consulting or other employment services for a specified or unspecified term, the name, position and rate of compensation of each Person party to such a Contract and the expiration date of each such Contract; and (B) any Contract under which written or unwritten representations, commitments, promises, communications or courses of conduct involving an obligation of the remaining amounts Company to be paid make payments (with or received by without notice, passage of time or both) to any Acquired Company would reasonably be expected Person in connection with, or as a consequence of, the transactions contemplated hereby or to exceed $1,500,000 any employee who is disclosed in any twelve-month periodSection 2.11(a)(i) of the Disclosure Schedule, other than any Contract with another Acquired Company respect to document intercompany loans salary or arrangementsincentive compensation payments in the ordinary course of business consistent with past practice; (ii) all Contracts with any collective bargaining agreementsPerson containing any provision or covenant prohibiting or limiting the ability of the Company to engage in any business activity or compete with any Person or prohibiting or limiting the ability of any Person to compete with the Company or prohibiting or limiting disclosure of confidential or proprietary information; (iii) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations in excess of $200,000 owed by any Acquired Company partnership, joint venture, shareholders’ or the guarantee thereofother similar Contracts; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) relating to Indebtedness in excess an amount of $150,00025,000 dollars or more; (v) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP; (vi) all Contracts containing covenants made by entered into outside the ordinary course of business (A) with independent contractors, distributors, dealers, manufacturers’ representatives, sales agencies or franchisees, (B) with aggregators, manufacturers and equipment vendors, and (C) with respect to the sale of services, products or both, to customers; (vii) all guarantees of any Acquired Indebtedness or of other obligations of any Person, including, but not limited to, any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person; (viii) all Contracts between or among the Company, on the one hand, and any current or former officer, director, shareholder, Affiliate or Associate of the Company or any Associate of any such officer, director, shareholder or Affiliate, on the other hand; (ix) all collective bargaining or similar labor contracts; (x) all Contracts other than those disclosed in Section 2.11(a)(v) of the Disclosure Schedule that materially (A) limit or purport to limit contain restrictions on the ability of any Acquired the Company to declare or pay dividends on, to make any other distribution in respect of or to issue or purchase, redeem or otherwise acquire its capital stock, to incur Indebtedness, to incur or suffer to exist any Lien, to purchase or sell any Assets and Properties, to change the lines of business in which it participates or engages, (B) require the Company to maintain specified financial ratios or levels of net worth or other indicia of financial condition or (C) require the Company to maintain insurance in certain amounts or with certain coverages; (xi) all Contracts that provide for continuing research and development and/or design or other services after the Closing Date; (xii) any Contract that expires, or may be renewed at the option of any Person other than the Company so as to expire more than, one (1) year after the date of this Agreement; (xiii) any Contract that is not terminable by the Company upon thirty (30) days (or less) notice by the Company without penalty or obligation to make payments based on such termination and which (A) requires payments by the Company in excess of $25,000 dollars (either alone or pursuant to a series of related contracts), or (B) requires the provision of services to any Person after the Closing; (xiv) any Contract containing any covenant (A) limiting in any material respect the right of the Company to engage or compete in any line of business which covenant would apply to Acquirer after the Closing, (B) granting any exclusive distribution rights, (C) providing “most favored nations” terms for Company products or with services, or (D) which otherwise adversely affects or would reasonably be expected to adversely affect the right of the Company to sell, distribute or manufacture any Person Company products or in services or material Intellectual Property owned by the Company or to purchase or otherwise obtain any geographic area material software, components, parts or sales channelsubassemblies; (vixv) any Contract with a director, officer or employee all powers of any Acquired Company under which such director, officer or employee is attorney and comparable delegations of authority; and (xvi) all other Contracts not otherwise required to be paid more than $350,000 per annum;disclosed above in Section 2.11(a) of the Disclosure Schedule which are material to the Company or related to the Business. (viib) any Each Contract required to be disclosed in Section 2.11(a) of the Disclosure Schedule is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with an unaffiliated third its terms, and to the Knowledge of the Company, each other party with respect to any partnership, limited liability company, joint venture thereto. (c) Except as set forth in Section 2.11(c) of the Disclosure Schedule: (i) the Company has not violated or similar arrangementsbreached, or committed any shareholdersdefault under, voting or similar any Contract to which any Acquired Company it is a party, by which and, to the best of the Knowledge of the Company, no other Person has violated or breached, or committed any Acquired Company is bound or to which default under, any Acquired Company is subjectsuch Contract; (viiiii) any Contract for to the leaseKnowledge of the Company, subleaseno event has occurred, saleand no circumstance or condition exists, purchase that (with or other occupancy right with respect to real property that is still in effect andwithout notice or lapse of time) will, individually, or could reasonably be expected to to, (A) result in payments by a material violation or breach of any Acquired of the provisions of any Contract, (B) give any Person the right to declare a default or exercise any remedy under any Contract, (C) give any Person the right to accelerate the maturity or performance of any Company in excess of $250,000 in Contract, or (D) give any twelve-month periodPerson the right to cancel, terminate or modify any Company Contract; (ixiii) since January 31, 2008, the Company has not have received any notice or other communication regarding any actual or possible violation or breach of, or default under, any Contract; and (iv) the Company has not waived any of its material rights under any material Contract. (d) No Person is renegotiating, or has a right pursuant to the terms of any Contract that provides for the paymentto renegotiate, increase any amount paid or vesting payable under any material Contract or any other term or provision of any benefits or compensation in connection with the transactions contemplated by this Agreement; ormaterial Contract. (xe) Except as disclosed in Section 2.11(e) of the Disclosure Schedule, the Company has no Knowledge of any Contract that relates basis upon which any party to any settlement Company Contract may object to (i) the assignment to Acquirer of material disputes or material litigationany right under such Contract, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) or (zii) settlement agreements the delegation to or performance by Acquirer of any obligation under such Contract. (f) The Contracts identified in Section 2.11(a) of the Disclosure Schedule collectively constitute all of the Contracts necessary to enable Acquirer to conduct its business in the manner in which the Acquired Companies do not have any continuing material financial obligations or liabilitiesits business is currently being conducted.

Contracts. (a) Schedule 3.11(a) 5.6 of the Parent Seller Disclosure Schedules sets forth, lists all material Contracts to which PDI is a party as of the date hereofClosing Date (but excluding the Leases, a list of the following Contracts to which any Acquired Company is a party or are covered by which their respective assets are bound Section 5.15) (the “Material Contracts”): ), including (i) any other lease, sublease or similar Contract with any Person pursuant to which PDI is a sublessor of, or makes available for use to any Person any portion of any premises otherwise occupied by PDI; (ii) any joint venture, partnership or other Contracts involving the sharing of profits or losses; (iii) any Contract creating or granting any Encumbrance (other than Permitted Encumbrances) upon any of the Acquired Assets; (iv) any Contract under which the remaining amounts to be paid PDI has granted or received by any Acquired Company would reasonably be expected to exceed $1,500,000 in any twelveexclusive or non-month periodexclusive rights or another Person processes, other than any Contract with another Acquired Company to document intercompany loans produces or arrangements; (ii) any collective bargaining agreements; (iii) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations in excess of $200,000 owed by any Acquired Company manufactures, or the guarantee thereof; (iv) all Contracts under which any Acquired Company has guaranteed any Liability will process, produce or the obligations of any other Person (other another Acquired Company) in excess of $150,000; manufacture, Products; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit the ability of any Acquired Company to compete in any line of business or with any Person or in any geographic area or sales channel; (vi) any Contract with a directorcustomer, officer supplier or employee distributor involving amounts in excess of $100,000; (vi) any currently effective Contract, or any expired or terminated Contract which has surviving provisions providing for indemnification of any Acquired Company under which such director, officer or employee is Person by PDI with respect to be paid more than $350,000 per annum; Liabilities relating to the Business; and (vii) any other Contract with having an unaffiliated third party with respect to any partnership, limited liability company, joint venture or similar arrangements, or any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subject; (viii) any Contract for the lease, sublease, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company aggregate value over its remaining term in excess of $250,000 in any twelve-month period; (ix) 100,000. Schedule 5.6 excludes any Contract that provides for involves or is reasonably expected to involve the paymentpayment of consideration having an aggregate value of less than $100,000, increase or vesting of any benefits or compensation but only in connection with those cases where such Contract is not material to the transactions contemplated by this Agreement; orBusiness. (xb) any PDI has made available to Purchaser copies of each Material Contract that relates is also an Assumed Contract, which are accurate and complete in all material respects, together with all amendments and supplements thereto. Each Material Contract that is also an Assumed Contract constitutes a legal, valid and binding agreement of PDI. PDI is not in violation of, in breach of, or in default under, nor, to the Knowledge of Sellers, has there occurred an event or condition which (with or without notice or lapse of time or both) would constitute a violation of, breach of, or default under, any settlement of material disputes or material litigationsuch Material Contract that is also an Assumed Contract, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which the Acquired Companies do not have any continuing material financial obligations or liabilitiesby PDI.

Contracts. (a) Schedule 3.11(aExcept for Contracts listed on Section 3.9(a) of the Parent Disclosure Schedules sets forthSchedule of Exceptions (true and complete copies of which have been Delivered) (collectively, the “Material Contracts”), as of the date hereofof this Agreement, a list neither the Company nor any Subsidiary of the following Contracts to which any Acquired Company is a party to or by which their respective assets are bound (the “Material Contracts”):subject to: (i) any employment Contract under which or Contract for employment services that requires Annual Payments of more than $250,000 in total cash compensation and that is not terminable on thirty (30) or fewer calendar days’ notice by the remaining amounts to be paid Company or received by a Subsidiary of the Company without liability for any Acquired Company would reasonably be expected to exceed $1,500,000 in any twelve-month period, other than any Contract with another Acquired Company to document intercompany loans penalty or arrangementsseverance payment; (ii) any collective bargaining agreementsContract or group of related Contracts for the purchase of any commodity, material or equipment with respect to which the Company or any of its Subsidiaries made Annual Payments in excess of $250,000; (iii) all any other Contracts or group of related Contracts creating any obligation of the Company or of its Subsidiaries with respect to which relate to Indebtedness under which the Company or any Acquired Company has outstanding obligations of its Subsidiaries made Annual Payments in excess of $200,000 owed by any Acquired Company or the guarantee thereof250,000; (iv) any Contract or group of Contracts requiring the purchase of all Contracts under which any Acquired Company has guaranteed any Liability or the obligations substantially all of any other Person (other another Acquired Company) in excess its requirements of $150,000a particular product from a vendor or supplier; (v) all Contracts any Contract relating to capital expenditures and involving payments in excess of $250,000; (vi) any Contract containing continuing delivery obligations with dealers, distributors or sales representatives; (vii) any Contract containing covenants made by limiting the freedom of the Company or any Acquired Company that materially limit or purport to limit Subsidiary of the ability of any Acquired Company to compete in any line of business or with any Person or in any geographic area or sales channel; (vi) any Contract with a director, officer or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annum; (vii) any Contract with an unaffiliated third party with respect to any partnership, limited liability company, joint venture or including non-solicitation and similar arrangements, or any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subjectclauses); (viii) any Contract for pursuant to which the lease, sublease, sale, purchase Company or any of its Subsidiaries has agreed to provide “most favored nation” pricing or other occupancy right with respect similar terms and conditions to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month periodPerson; (ix) any Contract that provides for related to Indebtedness of the payment, increase Company or vesting any of any benefits or compensation in connection with the transactions contemplated by this Agreement; orits Subsidiaries of more than $250,000; (x) any Contract that relates to under which any settlement Person (other than the Company or any of material disputes the Company’s Subsidiaries) has directly or material litigationindirectly guaranteed any liabilities or obligations of the Company or any of the Company’s Subsidiaries, other than endorsements for the purpose of collection in the ordinary course of business; (xxi) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements any Contract under which the Acquired Companies do Company or any of its Subsidiaries has made advances or loans to any other Person (which shall not include advances made to a non-officer employee of the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (xii) any Contract containing restrictions with respect to payment of dividends or any other distributions in respect of the capital stock or other equity interests of any Subsidiary of the Company; (xiii) any lease or agreement under which it is the lessee of, holds or operates any personal property owned by any other party, for which the annual rental exceeds $250,000 or lease or agreement under which it is the lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rent exceeds $250,000; (xiv) any Contract or group of related Contracts with any of the Top 20 Customers, Top 10 Distributors or Top 5 Partners, other than purchase orders with any of the Top 20 Customers involving Annual Payments of not more than $500,000 or with any of the Top 10 Distributors or Top 5 Partners involving Annual Payments of not more than $250,000; (xv) any Contract with any officer, director or Affiliate of the Company or any of its Subsidiaries, other than any Company Employee Program; (xvi) any shareholder, limited liability company, joint venture, partnership, manufacturer, development or supply agreement or other similar Contract which involves a sharing of revenues or profits by the Company or any Subsidiary of the Company with any other Person; (xvii) any royalty or similar Contract requiring the payment of the revenues or profits of the Company or any Subsidiary of the Company to a third party; (xviii) any Contract involving fixed price or fixed volume arrangements not entered into in the ordinary course of business; (xix) any Contract constituting an In License or an Out License. (xx) any acquisition, merger, disposition, sale or other agreement relating to the acquisition or disposition of any business (including by way of asset acquisition) or capital stock of any Person or any real property; (xxi) any Contract under which the Company or any of its Subsidiaries have any continuing remaining obligation with respect to an “earn-out,” contingent purchase price, or similar contingent payment obligation in connection with any consulting arrangement or any acquisition, merger, disposition, sale or other agreement relating to the acquisition or disposition of any business (including by way of asset acquisition) or capital stock of any Person or any real property; or (xxii) any Contract with any Governmental Authority. (b) All Material Contracts are valid and in full force and effect and constitute legal, valid and binding obligations of the Company or a Subsidiary of the Company and, to the Knowledge of the Company, the other parties thereto, are enforceable against the Company or such Subsidiary in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights 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). As of the date of this Agreement, neither the Company nor any Subsidiary of the Company is in default in any material financial obligations respect in complying with any provisions of any Material Contract, nor has the Company or liabilitiesany Subsidiary of the Company received written notice of any such default since January 1, 2014 through the date of this Agreement. As of the Closing, neither the Company nor any Subsidiary of the Company is in default in complying with any provisions of any Material Contract, nor has the Company or any Subsidiary of the Company received written notice of any such default since the date of this Agreement through the Closing, except for any such default that, individually or in the aggregate, would not be material to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice or written threat to terminate any Material Contract since January 1, 2014 through the date of this Agreement. As of the Closing, neither the Company nor any of its Subsidiaries has received any written notice or written threat to terminate any Material Contract since the date of this Agreement through the Closing, except for any such termination that, individually or in the aggregate, would not be material to the Company and its Subsidiaries, taken as a whole. (c) No claim for indemnification for a breach of representation or warranty was asserted pursuant to the Agreement and Plan of Merger, dated August 26, 2011, among the Company and the other parties named therein, by “Buyer” (as defined therein).

Contracts. (a) Schedule 3.11(a) Section 7.12 of the Parent Disclosure Schedules sets forth, as Schedule contains a true and complete list and description of the date hereof, a list all of the following Contracts to which any Acquired Company Seller is a party or by which their any of Seller’s respective properties or assets are bound (which such Section 7.12 is organized to correspond to the respective subsections below) (each Contract listed on Section 7.12 or required to be listed thereon is referred to herein as a “Material ContractsContract”): (i) any Contract under which the remaining amounts to be paid or received by any Acquired Company would reasonably be expected to exceed $1,500,000 in any twelve-month period, other than any Each Contract with another Acquired Company to document intercompany loans (A) a Material Customer, (B) any other customer involving payments in excess of $50,000 or arrangementswith a remaining term of greater than one year from the date hereof or (C) a Material Supplier; (ii) any collective bargaining agreementsEach Contract relating to Indebtedness; (iii) all Contracts which relate to Indebtedness under which Each Contract for the acquisition or disposition of any Acquired Company has outstanding obligations in excess of $200,000 owed by Person or any Acquired Company business unit thereof or the guarantee any material assets thereof; (iv) all Contracts under which any Acquired Company has guaranteed any Liability Each joint venture Contract, partnership agreement, limited liability company agreement or the obligations of any other Person (other another Acquired Company) in excess of $150,000similar Contract with a third party; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit Each Contract requiring capital expenditures after the ability date hereof in an amount in excess of any Acquired Company to compete in any line of business or with any Person or in any geographic area or sales channel$50,000; (vi) Each Contract containing covenants limiting the freedom of Seller to compete with any Contract with Person in a director, officer product line or employee line of business or operate in any Acquired Company under which such director, officer geographic location or employee is to be paid more than $350,000 per annumsolicit any Person; (vii) any Each Contract with an unaffiliated third party with respect to any partnership, limited liability company, joint venture or similar arrangements, or any shareholders, voting or similar Contract pursuant to which any Acquired Company is Seller licenses Intellectual Property from a third party, by which other than click-wrap, shrink-wrap and off-the-shelf software licenses, and any Acquired Company is bound other software licenses that are commercially available on reasonable terms to the public generally with one-time or to which any Acquired Company is subjectannual license, maintenance, support and other fees less than $25,000 per year; (viii) Each Contract with any Contract for the leaseEquityholder or any Affiliate of Seller or any Equityholder or any manager, sublease, sale, purchase director or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by officer of Seller or any Acquired Company in excess of $250,000 in any twelve-month periodsuch Affiliate; (ix) Each Contract under which Seller is lessee, sublessee, lessor or sublessor of, or holds or operates, any Contract that provides for real property, including all Leases and Licenses all other Contracts with respect to the payment, increase or vesting of any benefits or compensation in connection with Leased Real Property and the transactions contemplated by this Agreement; orLicensed Real Property; (x) Each Contract for the purchase or sale of any real property; (xi) Each Contract that relates containing a “most favored nation” pricing agreement, exclusive dealing arrangement, rebate, volume commitment or take-or-pay arrangement or constituting a requirements Contract; (xii) Each Contract with a Governmental Authority; (xiii) Each settlement agreement in connection with any litigation, claim or proceeding having continuing effect, none of which imposes any material obligation on Seller; (xiv) Each Contract with any employee of Seller; (xv) Each Contract with any independent contractor requiring the payment of more than $50,000 over any 12-month period following the Closing; and (xvi) Each Contract to which both Seller and Truline are a party or under which both Seller and Truline have rights and/or obligations. (b) All Material Contracts to be transferred, assigned or conveyed to the Company under this Agreement are valid, binding and enforceable against the applicable Seller party thereto and, to Seller’s Knowledge, the other parties thereto in accordance with their terms. Upon consummation of the Closing, and provided all third party required consents identified on Section 7.3(a) of the Disclosure Schedule and all Landlord Consents and Estoppel Certificates are obtained, each Material Contract shall continue in full force and effect and shall not give rise to any settlement termination, amendment, acceleration, cancellation, penalty or other adverse consequence. (c) Neither Seller nor, to Seller’s Knowledge, any other Person is in breach in any material respect of, or default, in any material respect under, any Material Contract, and no event or action has occurred, is pending, or, to Seller’s Knowledge, is threatened, which, after the giving of notice, or the lapse of time, or otherwise, could constitute or result in a breach in any material disputes respect by Seller, or to Seller’s Knowledge, any other Person, or a default in any material litigationrespect by Seller, or, to Seller’s Knowledge, any other than (x) releases immaterial in nature or amountPerson, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which the Acquired Companies do not have any continuing material financial obligations or liabilitiesMaterial Contract.

Contracts. (a) Schedule 3.11(a3.8(a) of the Parent Disclosure Schedules sets forth, as of the date hereof, forth a true and complete list of the following Contracts related to the Business, that are in effect as of the Execution Date, to which any Acquired Company is a party or by which their respective assets are bound (the “Material Contracts”):party: (i) any Contract under which the remaining amounts to be paid aggregate payments or received by any Acquired Company would reasonably be receipts for the past twelve (12) months exceeded, or for the following twelve (12) months is expected to exceed exceed, $1,500,000 in any twelve-month period, other than any Contract with another Acquired Company to document intercompany loans or arrangements100,000; (ii) any collective bargaining agreementscontract under which payments by or obligations of any Acquired Company will be increased, accelerated or vested by the occurrence (whether alone or in conjunction with any other event) of any of the transactions contemplated by this Agreement, or under which the value of the payments by or obligations of any Acquired Company will be calculated on the basis of any of the transactions contemplated by this Agreement, whether pursuant to a change in control or otherwise; (iii) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations contract for Program Rights that involves cash payments or cash receipts in excess of $200,000 owed by any Acquired Company or 100,000 over the guarantee thereofremaining term of such contract; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000network affiliation agreement; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit the ability of retransmission consent agreement with any Acquired Company to compete MVPD with more than 2,500 subscribers in any line of business or with any Person or in any geographic area or sales channelthe Station’s Markets; (vi) any Contract with a directorthat relates to an ownership interest in any corporation, officer partnership, joint venture or employee other business enterprise or other entity, excluding wholly owned subsidiaries of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annumCompany; (vii) any Contract with an unaffiliated third party with respect to any partnership, limited liability company, joint venture or similar arrangements, or any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subjectReal Property Lease; (viii) any Contract for that relates to the lease, sublease, sale, purchase guarantee (whether absolute or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments contingent) by any Acquired Company in excess of $250,000 in (x) the performance of any twelve-month periodother Person (other than a wholly owned subsidiary of any Acquired Company) or (y) the whole or any part of the Indebtedness or liabilities of any other Person (other than a wholly owned subsidiary of any Acquired Company); (ix) any Contract that provides for contains any power of attorney authorizing the payment, increase or vesting incurrence of an obligation on the part of any benefits or compensation in connection with the transactions contemplated by this Agreement; orAcquired Company; (x) any Contract that creates any partnership or joint venture or relates to the acquisition, issuance or transfer of any settlement of material disputes securities; (xi) any Contract that limits or material litigation, other than restricts (x) releases immaterial in nature or amountwhere any Acquired Company may conduct business, (y) settlement agreements for cash only the type or line of business (current or future) in which has been paid) any Acquired Company may engage or (z) settlement any acquisition of assets or stock (tangible or intangible) by any Acquired Company; (xii) any Contract that relates to the borrowing or lending of money or other Indebtedness; (xiii) any Contract that grants any Person an option or a right of first refusal, right of first offer or similar preferential right to purchase or acquire any equity interest in, or assets of, any Acquired Company; (xiv) any Contract involving the purchase or sale of Real Property that has not closed as of the Execution Date; (xv) any Contract entered into after January 1, 2013 relating to the acquisition or disposition of any material portion of the Business (whether by merger, sale of stock, sale of assets or otherwise); (xvi) any Contract involving construction, architecture, engineering or other agreements under relating to uncompleted construction projects, in each case that involve payments in excess of $100,000; (xvii) any Contract involving compensation to any Station Employee, or independent contractor or consultant engaged to perform services to the Business in excess of $50,000 per year (provided, however, that for purposes of this Section 3.8(a)(xvii), the term Contract shall not include at-will Contracts or any other Contracts involving compensation to any Station Employee or independent contractor or consultant, in each case that can be terminated upon 30 days’ notice, without penalty or additional payment), other than Seller’s standard severance policy; (xviii) any Contract with any labor union, collective bargaining group, works council or association representing any employee of the Acquired Companies; (xix) any Contract with a Governmental Entity (other than ordinary course Contracts with Governmental Entities as a customer) which imposes any material obligation or restriction on an Acquired Company; and (xx) any Contract relating to the use of a Station’s digital bit stream other than in connection with broadcast television services. The contracts, agreements and leases required to be disclosed pursuant to this Section 3.8(a) are collectively referred to herein as the “Material Contracts”. True and complete copies of the Material Contracts have been provided to Buyer. (b) Each of the Material Contracts is in full force and effect and is binding and enforceable upon the Acquired Companies do and, to Seller’s knowledge, the other parties thereto, subject in each case to the Enforceability Exceptions. The Acquired Companies have performed their obligations under each of the Material Contracts in all material respects and are not have in material default thereunder, and to Seller’s knowledge, no other party to any continuing of the Material Contracts is in default thereunder in any material financial obligations or liabilitiesrespect.

Contracts. (a) Schedule 3.11(a) of the Parent Disclosure Schedules 4.13 hereto sets forth, as of the date hereof, forth a list of the following all Contracts to which any Acquired the Company is a party or by which their respective assets are bound it is bound, except (a) any written Contract that does not require payment by any party thereto of more than $100,000, (b) any Contract that is terminable by the “Material Contracts”): Company upon ninety (90) days’ notice or less without the payment of any material penalty or material termination fee, (c) any Contract, entered into after the date hereof and prior to Closing, with Buyer in connection with any transactions contemplated by this Agreement, (d) any Contract entered into in the Ordinary Course of Business after the date hereof and prior to the Closing, (e) purchase orders for goods and services entered into in the Ordinary Course of Business and (f) any Contract specifically listed in any other Schedule to this Agreement. Schedule 4.13 also sets forth (i) any Contract under which non-competition agreements or other Contracts that would limit the remaining amounts Company from or after the Closing, or would limit or purport to be paid limit any Affiliate of the Company (including post-Closing Affiliates) from or received by any Acquired Company would reasonably be expected to exceed $1,500,000 after the Closing, from competing or engaging in any twelve-month periodbusiness or geographic area, other than any Contract with another Acquired Company to document intercompany loans or arrangements; (ii) any collective bargaining agreements; Contract that would contain, impose or purport to impose most favored nation pricing, grants or requirements of exclusivity or minimum purchase requirements on the Company or any Affiliate of the Company (including post-Closing Affiliates of the Company) from or after the Closing, (iii) all Contracts any indenture, credit agreement or loan agreement pursuant to which relate to Indebtedness under which any Acquired the Company has outstanding obligations in excess of $200,000 owed by any Acquired Company Indebtedness for borrowed money (or the guarantee guarantees thereof; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000; 100,000, (iv) any Contract of the Company that guarantees the obligations of service providers, vendors, officers, directors, employees, Affiliates or others, (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit the ability of any Acquired Company to compete in any line of business or with any Person or in any geographic area distributors, buying agents or sales channel; agents, (vi) any Contract with a director, officer or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annum; all Real Property Leases and (vii) information technology and software Contracts, excluding commercially available, “off-the-shelf,” or “shrinkwrap” information technology and software Contracts. Each of the Contracts listed on Schedule 4.13 is in full force and effect and the Company has not committed any Contract with an unaffiliated third party with respect to any partnership, limited liability company, joint venture breach thereof that would have or similar arrangements, or any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subject; (viii) any Contract for the lease, sublease, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month period; (ix) any Contract that provides for the payment, increase or vesting of any benefits or compensation in connection with the transactions contemplated by this Agreement; or (x) any Contract that relates to any settlement of material disputes or material litigation, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which the Acquired Companies do not have any continuing material financial obligations or liabilitiesa Material Adverse Effect.

Contracts. (a) Schedule 3.11(aSection 2.12(a) of the Parent RTMAC Disclosure Schedules sets forth, as of the date hereof, a list of Letter lists the following Contracts to which any Acquired Company RTMAC is a party and which are outstanding (which Section may be updated by the Sellers prior to the Closing Date to reflect any additions or by which their respective assets are bound deletions thereto after the date hereof in compliance with Section 5.01) (collectively, the “Material Contracts”"RTMAC MATERIAL CONTRACTS"): (i) any Contract under which the remaining amounts to be paid or received by any Acquired Company would reasonably be expected to exceed expressly requiring capital expenditures involving consideration in excess of $1,500,000 50,000 in any twelve-twelve month period, other than any Contract with another Acquired Company to document intercompany loans or arrangements; (ii) any collective bargaining agreementsContract which restricts or limits, in any material respect, the ability of RTMAC to freely engage in any aspect of the quick service restaurant business whether as franchisor or owner/operator, or to employ any individuals (other than any confidentiality agreement entered into in connection with a potential acquisition containing any such restriction or limitation to employ any individuals); (iii) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations in excess of $200,000 owed by any Acquired Company or the guarantee thereofcollective bargaining agreement; (iv) all Contracts under any Contract which involved payments from RTMAC of more than $250,000 to any Acquired Company has guaranteed Person supplying food or paper products or distribution services to any Liability of the RTM Parties or any of their Subsidiaries during the obligations of any other Person (other another Acquired Company) in excess of $150,000twelve-month period ended May 30, 2004; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport Contract which involved payments from RTMAC of more than $100,000 to limit the ability of any Acquired Company to compete in any line of business or with any Person supplying advertising services or in marketing services or materials to any geographic area of the RTM Parties or sales channelany of their Subsidiaries during the twelve-month period ended May 30, 2004; (vi) any Contract with a director, officer or employee which involved payments to RTMAC of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annum100,000 from any Person supplying beverage products to any of the RTM Parties or any of their Subsidiaries during the twelve-month period ended May 30, 2004; (vii) any Contract with an unaffiliated third party with relating to the employment of any employee, and any Contract pursuant to which RTMAC is or may become obligated to make any severance, termination, bonus or relocation payment or any other payment (other than payments in respect of salary) in excess of $125,000, to any partnershipcurrent or former employee, limited liability company, joint venture officer or similar arrangements, or any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subjectdirector; (viii) any Contract which provides for indemnification by RTMAC of (A) any officer, director or employee of any of the leaseRTM Parties or any of their Subsidiaries or (B) any agent of the RTM Parties or any of their Subsidiaries or any other Person that, subleasein the case of this clause (B), sale, purchase has resulted in or other occupancy right with respect to real property that is still in effect and, individually, could would reasonably be expected to result in, individually or in payments by any Acquired Company in excess of $250,000 in any twelve-month periodthe aggregate, material Liabilities to RTMAC; (ix) any Contract that provides for relating to any Indebtedness, guarantying the payment, increase or vesting performance of any benefits Person or compensation in connection with the transactions contemplated by this Agreement; orguarantying any Indebtedness; (x) any Contract that relates to any settlement involving a purchase price of material disputes $50,000 or material litigation, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements more under which the Acquired Companies do closing of the transactions contemplated thereby has not have occurred or under which there remains outstanding obligations and which relates to the acquisition by RTMAC of any continuing material financial obligations operating business or liabilities.the capital stock or other equity securities of any other Person, or the sale by RTMAC of any operating business or the capital stock or other equity securities of any former Subsidiary of RTMAC; (xi) any partnership or joint venture agreement or other Contract involving a sharing of profits, losses, costs or Liabilities with any other Person; (xii) any Contract under which RTMAC uses or occupies or has the right to use or occupy any real property (collectively, the "RTMAC REAL PROPERTY LEASES") (and Section 2.12(a)(xii) of the RTMAC Disclosure Letter sets forth a true and complete summary of the following terms of each such RTMAC Real Property Lease: (1) the lessee; (2) the unit number; (3) the monthly rental rate; (4) the monthly operating expenses payable to the landlord; (5) the monthly rental taxes; (6) the commencement date and the termination date;

Contracts. (a) Schedule 3.11(aSection 3.9(a) of the Parent Company Disclosure Schedules sets forthSchedule identifies each Contract (other than an Employee Plan) to which any Acquired Corporation is a party, or by which it is bound, that constitutes a Material Contract as of the date hereofof this Agreement. For purposes of this Agreement, a list each of the following Contracts to which any Acquired Company Corporation is a party or by which their respective assets are it is bound as of the date of this Agreement (whether or not set forth on Section 3.9(a) of the Company Disclosure Schedule) constitutes a “Material ContractsContract”):: (i) any Contract under which the remaining amounts to be paid that is a settlement, conciliation or received similar agreement with or approved by any Governmental Body and pursuant to which (A) an Acquired Company would reasonably Corporation will be expected required after the date of this Agreement to exceed $1,500,000 in pay any twelve-month period, other than any Contract with another monetary obligations or (B) that contains material obligations or limitations on such Acquired Company to document intercompany loans or arrangementsCorporation’s conduct; (ii) any collective bargaining agreements; Contract (iiiA) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations in excess of $200,000 owed by any Acquired Company materially limiting the freedom or the guarantee thereof; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit the ability right of any Acquired Company Corporation to compete engage in any line of business or to compete with any other Person in any location or line of business, (B) containing any “most favored nations” terms and conditions (including with respect to pricing) granted by any Acquired Corporation, or (C) containing exclusivity obligations or otherwise materially limiting the freedom or right of any Acquired Corporation to sell, distribute or manufacture any products or services for any other Person; (iii) any Contract that requires by its terms or is reasonably expected to require the payment or delivery of cash or other consideration to any Acquired Corporation in an amount having an expected value in excess of $1,000,000 in the fiscal year ending June 30, 2019 or by any Acquired Corporation in an amount having an expected value in excess of $500,000 in the fiscal year ending June 30, 2019 and in each case which cannot be cancelled by such Acquired Corporation without penalty or further payment without more than ninety (90) days’ notice; (iv) any Contract relating to Indebtedness in excess of $150,000 (whether incurred, assumed, guaranteed or secured by any asset) of any Acquired Corporation; (v) any Contract with any Person constituting a material joint venture, collaboration, partnership or in any geographic area or sales channelsimilar profit sharing arrangement; (vi) any Contract with a director, officer or employee of any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annummaterial group purchasing organization; (vii) any Contract with that by its express terms requires an unaffiliated third party with respect to any partnership, limited liability company, joint venture or similar arrangementsAcquired Corporation, or any shareholderssuccessor to, voting or similar Contract acquirer of, an Acquired Corporation, to which make any payment to another Person as a result of a change of control of such Acquired Company is Corporation (a party, by which any Acquired Company is bound “Change of Control Payment”) or gives another Person a right to which any Acquired Company is subjectreceive or elect to receive a Change of Control Payment; (viii) any Contract that prohibits the declaration or payment of dividends or distributions in respect of the capital stock of an Acquired Corporation, the pledging of the capital stock or other equity interests of an Acquired Corporation or the issuance of any guaranty by an Acquired Corporation; (ix) any (A) In-bound License and (B) Out-bound License; (x) any other Contract that is currently in effect and has been filed (or is required to be filed) by the Company as an exhibit pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (xi) any Contract with any Affiliate, director, executive officer (as such term is defined in the Exchange Act), Person holding 5% or more of the Shares, or, to the knowledge of the Company, any Affiliate (other than the Company) or immediate family member of any of the foregoing; (xii) any Contract pursuant to which any Acquired Corporation has contingent obligations that upon satisfaction of certain conditions precedent will result in the payment by an Acquired Corporation of more than $1,000,000 in the aggregate over a twelve (12)-month period, in either milestone payments or royalties, upon (A) the achievement of regulatory or commercial milestones or (B) the receipt of revenue or income based on product sales; and (xiii) any Contract for the leaseacquisition or divestiture of assets that contains financial covenants, sublease, sale, purchase indemnities or other occupancy right with respect to real property payment obligations that is still in effect and, individually, could would reasonably be expected to result in payments the future payment or delivery of cash or other consideration to or by any Acquired Company Corporation in an amount having an expected value in excess of $250,000 in any twelve-month period;1,000,000. (ixb) As of the date of this Agreement, the Company has either delivered or made available to Parent an accurate and complete copy of each Material Contract or has publicly made available an accurate and complete copy of such Material Contract in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. No Acquired Corporation nor, to the knowledge of the Company, the other party is in material breach of, or material default under, any Material Contract and no Acquired Corporation, or to the knowledge of the Company, the other party to a Material Contract has taken or failed to take any action that with or without notice, lapse of time or both would constitute a material breach of or material default under any Material Contract. Each Material Contract is, with respect to the Acquired Corporations and, to the knowledge of the Company, the other party, a valid and binding agreement in full force and effect, enforceable in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Since January 1, 2017, the Acquired Corporations have not received any written notice regarding any material violation or breach or default under any Material Contract that provides for the payment, increase or vesting of any benefits or compensation in connection with the transactions contemplated by this Agreement; or (x) any Contract that relates to any settlement of material disputes or material litigation, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has not since been paid) or (z) settlement agreements under which the Acquired Companies do not have any continuing material financial obligations or liabilitiescured.

Contracts. (a) Schedule 3.11(aSection 3.9(a) of the Parent Company Disclosure Schedules sets forthSchedule identifies each Contract (other than an Employee Plan), to which any Acquired Corporation is a Party, or by which it is bound, that constitutes a Material Contract as of the date hereofof this Agreement. For purposes of this Agreement, a list each of the following Contracts to which any Acquired Company Corporation is a party or by which their respective assets are it is bound (the other than an Employee Plan) constitutes a “Material ContractsContract”):: (i) any Contract under that is a settlement, conciliation or similar Contract with any Governmental Body or other Person (A) pursuant to which an Acquired Corporation will be required after the remaining amounts date of this Agreement to pay monetary obligations in excess of $1,000,000 (excluding workers compensation claims from employees or former employees of any Acquired Corporation that will be paid covered by insurance), in each case, net of any insurance coverage, (B) that contains material obligations or received limitations on such Acquired Corporation’s conduct after the date of this Agreement (excluding customary confidentiality requirements, non-disparagement requirements and other similar requirements) or (C) that is a corporate integrity agreement, deferred prosecution agreement, monitoring agreement, consent decree, settlement order, plan of correction or similar agreement with or imposed by any Governmental Body that contains any ongoing obligations of an Acquired Company would reasonably be expected to exceed $1,500,000 in any twelve-month period, other than any Contract with another Acquired Company to document intercompany loans or arrangementsCorporation; (ii) any collective bargaining agreements; Contract (iiiA) all Contracts which relate to Indebtedness under which any Acquired Company has outstanding obligations in excess of $200,000 owed by any Acquired Company materially limiting the freedom or the guarantee thereof; (iv) all Contracts under which any Acquired Company has guaranteed any Liability or the obligations of any other Person (other another Acquired Company) in excess of $150,000; (v) all Contracts containing covenants made by any Acquired Company that materially limit or purport to limit the ability right of any Acquired Company Corporation (or, following the Closing, Parent or any of its Affiliates) to compete engage in any line of business or to compete with any other Person or in any geographic area location or sales channelline of business, (B) containing any material “most favored nations” terms and conditions (including with respect to pricing) granted by any Acquired Corporation, (C) containing material exclusivity obligations or otherwise materially limiting the freedom or right of any Acquired Corporation (or, following the Closing, Parent or any of its Affiliates) to sell, distribute or manufacture any products or services to or for any other Person, (D) providing for the purchase or supply of minimum quantity of goods or services that are material to the Acquired Corporations, taken as a whole, or (E) that is with a sole-source supplier of goods, supplies, inventory or services that are, in each case, material to the Acquired Corporations, taken as a whole; (iii) any Contract that required, by its terms the payment or delivery of cash or other consideration by or to the Acquired Corporations in an amount in excess of $5,000,000 during the twelve (12) months ended June 30, 2025, and in each case (A) that cannot be cancelled by any Acquired Corporation without material penalty or breach on less than ninety (90) days’ notice and (B) excluding commercially available off-the-shelf software and licenses, commercially available software-as-a-service offerings, material transfer agreements, generally available patent license agreements, and non-exclusive outbound license agreements (in each case, entered into in the ordinary course of business); (iv) each Contract (excluding purchase orders given or received in the ordinary course of business) with any Top Distributor or Top Supplier of the Acquired Corporations; (v) each Contract that provides for the acquisition or disposition of any assets or any businesses (whether by merger, sale of stock, sale of assets or otherwise) involving in excess of $10,000,000 that (A) has not yet been consummated or (B) has outstanding any purchase price adjustment, “earn-out,” material indemnification or payment, or similar obligations on the part of any Acquired Corporation (excluding in each case any distribution, importation, consignment or similar Contracts); (vi) any Contract with a directorrelating to outstanding indebtedness for borrowed money in an aggregate principal amount in excess of $5,000,000 (whether incurred, officer assumed, guaranteed or employee secured by any asset) of any Acquired Company under which such director, officer or employee is to be paid more Corporation (other than $350,000 per annumindebtedness solely among Acquired Corporations); (vii) each Lease under which any Acquired Corporation leases, subleases or licenses any real property (whether as lessor or lessee) involving annual base rental payments in excess of $250,000; (viii) each Contract with relating to the sale of products, supplies or services that is between an unaffiliated third party with respect Acquired Corporation, on one hand, and a Governmental Body, on the other, that is material to the Acquired Corporations, taken as a whole; (ix) any material joint venture, partnership, limited liability company, joint venture collaboration or cooperation agreement or similar material Contract relating to the formation or operation of joint ventures, partnerships, non-wholly owned limited liability companies arrangements, or collaboration or cooperation arrangements similar to any shareholders, voting or similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subjectof the foregoing; (viii) any Contract for the lease, sublease, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month period; (ix) any Contract that provides for the payment, increase or vesting of any benefits or compensation in connection with the transactions contemplated by this Agreement; or (x) any Contract providing for any grant by the Acquired Corporations of manufacturing, marketing, sales or commercialization rights that relates is material to the Acquired Corporations, taken as a whole; (xi) any co-advertising, co-development, co-promotion, collaboration or similar Contract that is material to the Acquired Corporations, taken as a whole; (xii) any Contract that prohibits the declaration or payment of dividends or distributions in respect of the capital stock of an Acquired Corporation, the pledging of the capital stock or other equity interests of an Acquired Corporation, or the issuance of any guaranty by an Acquired Corporation; (xiii) any Contract pursuant to which any Acquired Corporation (i) is granted a license under any material Intellectual Property Right owned by any third party, other than, to the extent entered into in the ordinary course of business, any material transfer agreements, clinical trial agreements, nondisclosure agreements, or licenses to generally and commercially available software or technology or (ii) grants to any settlement of third party a license under any material disputes or material litigationCompany Owned IP, other than any material transfer agreements, clinical trial agreements, nondisclosure agreements, and other agreements in which the license grant is incidental or not material to performance thereunder; (xxiv) releases immaterial any Collective Bargaining Agreement (other than any such agreement at the industry-, sector-, or national-level); (xv) any Contract with any Affiliate, director, or executive officer of the Company (as such term is defined in nature the Exchange Act), Person holding 15% or amountmore of the Shares, or, to the knowledge of the Company, any Affiliate (other than the Company) or immediate family member of any of the foregoing; (xvi) any Contract that pertains to ongoing reimbursement obligations relating to any Acquired Corporation product by a private issuer or Governmental Body, including governmental health authority (but excluding any Contracts with public hospitals or public healthcare providers), in any relevant jurisdiction; (xvii) any Contract that is material to the Acquired Corporations, taken as a whole, that requires (A) any consent or approval by a third party to such Contract or (B) payment by any Acquired Corporation, in each case as a result of a change of control of the Company; and (xviii) any other Contract that is currently in effect and has been filed (or is required to be filed) by the Company as an exhibit pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act as a “material contract”. (b) As of the date of this Agreement, the Company has either delivered or made available to Parent an accurate and complete copy of each Material Contract. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (yi) settlement agreements for cash only no Acquired Corporation nor, to the knowledge of the Company, any other party thereto is in breach of, or default under, any Material Contract, (which ii) no Acquired Corporation nor, to the knowledge of the Company, any other party to a Material Contract has been paidtaken or failed to take any action that with or without notice, lapse of time or both would constitute a breach of or default under any Material Contract, and (iii) or (z) settlement agreements under which each Material Contract is, with respect to the Acquired Companies do Corporations and, to the knowledge of the Company, each other party thereto, a valid and binding agreement in full force and effect, enforceable in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Since July 1, 2024, to the knowledge of the Company, the Acquired Corporations have not have received any continuing material financial obligations notice regarding any violation or liabilitiesbreach or default under any Material Contract that has not since been cured, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. As of the date of this Agreement, no Acquired Corporation has received any written notice from any third party to any Material Contract that such party intends to terminate, or not renew, any Material Contract, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Contracts. (a) Schedule 3.11(a3.14(a) of the Parent Disclosure Schedules sets forth, as of by reference to the date hereofapplicable subsection below, a list of the following Contracts each Contract to which any a Valley Acquired Company is a party or by which their respective a Valley Acquired Company or its assets are bound (the “Material Contracts”):or properties is or may be bound, that is: (i) any Contract under which not made in the remaining amounts to be paid or received by any Acquired Company would reasonably be expected to exceed $1,500,000 in any twelve-month period, other than any Contract ordinary course of business consistent with another Acquired Company to document intercompany loans or arrangementspast practice; (ii) any collective bargaining agreementspartnership, joint venture or similar Contract in effect or that includes rights or Liabilities of any Valley Acquired Company which have not expired or terminated as of the date hereof; (iii) all Contracts which relate any Contract (A) containing a covenant not to Indebtedness under which any compete that impairs the ability of a Valley Acquired Company has outstanding obligations to freely conduct its business in excess any geographic area or with any Person, (B) that restricts the development, manufacture, marketing, distribution or sale of $200,000 owed any products or services of a Valley Acquired Company, (C) that restricts or prohibits the transaction of business with any other Person (including by restricting the solicitation of business with any other Person) by a Valley Acquired Company, (D) that restricts or limits the entering into any market or line of business by a Valley Acquired Company or the guarantee thereofany of its Employees or representatives, (E) prohibiting in any respect a Valley Acquired Company or its business from freely soliciting or hiring any Person, (F) providing for “meet competition,” “most favored nation” pricing terms or similar rights in favor of a Third Party or (G) establishing an exclusive sale or purchase obligation with respect to any Person, product or any geographic location; (iv) all Contracts under which any Acquired Company has guaranteed any Liability Contract that, if terminated or the obligations of any other Person (other another not renewed, would reasonably be expected to have a Material Adverse Effect on a Valley Acquired Company) in excess of $150,000; (v) all Contracts containing covenants made any Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets, or otherwise) that includes rights or Liabilities of any Valley Acquired Company that materially limit which have not expired or purport to limit terminated as of the ability of any Acquired Company to compete in any line of business or with any Person or in any geographic area or sales channeldate hereof; (vi) any Contract with a director, officer relating to Debt in excess of (or employee of any Acquired Company under which such director, officer or employee is to be paid more than that could result in Liability greater than) $350,000 per annum10,000; (vii) any Contract with an unaffiliated third party with respect to any partnershipmanagement service, limited liability company, joint venture or similar arrangementsconsulting, or any shareholders, voting or other similar Contract to which any Acquired Company is a party, by which any Acquired Company is bound or to which any Acquired Company is subjecttype of Contract; (viii) any Contract for the lease(or group of related Contracts), subleaseother than a customer Contract, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in involving payments by any or to the Valley Acquired Company Companies in excess aggregate of more than $250,000 10,000 in any twelve-month consecutive 12‑month period; (ix) any Contract that provides for the paymentlease, increase sublease, rental or vesting of any benefits or compensation in connection with the transactions contemplated by this Agreement; oroccupancy agreement, installment and conditional sale agreement (other than Valley Real Property Leases); (x) any Contract that relates to with any settlement distributor, agency or sales representative for the marketing and selling of material disputes any of a Valley Acquired Company’s products or material litigation, other than services; (xxi) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paidany Contract with a Person identified on Schedule 3.17(a) or (zb) settlement agreements under which or any Third Party Payor; (xii) any Contract with any Seller or any Affiliate of a Seller (other than employment Contracts); (xiii) any Contract that would prevent consummation of the Transactions, compliance by a Valley Acquired Company or Valley Seller with the terms, conditions, and provisions of this Agreement or the Ancillary Agreements, or the continued operation of the business of the Valley Acquired Companies after the Closing Date on substantially the same basis as operated prior to the Closing; or (xiv) any Contract with any labor union, labor organization or collective bargaining unit. Each Contract of the type described in this ‎Section 3.14(a) is referred to in this Agreement as a “Valley Material Contract.” (b) Valley Seller has made available to Holdco true, correct and complete copies of each written Valley Material Contract and correct and reasonably detailed summaries of each oral Valley Material Contract. All Valley Material Contracts are valid and binding Contracts of a Valley Acquired Company, are in full force and effect and are enforceable against each party thereto in accordance with the terms thereof, subject to the Bankruptcy and Equity Exception. There does not exist under any Material Contract any violation, breach or event of default, on the part of a Valley Acquired Company or, to the Knowledge of Valley Seller, any other party thereto. To the Knowledge of Valley Seller, there is no event, occurrence, condition, or act (including the consummation of the Transactions) that, with the giving of notice or the passage of time (or both), is reasonably likely to become a default or event of default on the part of a Valley Acquired Company under any Valley Material Contract. (c) Except as set forth on Schedule 3.14(c): (i) no Valley Acquired Company has received any notice in writing from any third party payor, including Medicare, Medicaid or any private insurance, managed care plans and HMOs (collectively, “Third Party Payors”) that any Third Party Payor has stopped or may stop, materially decrease the rate of, or materially change the terms (whether related to payment, price or otherwise) with respect to the making of payments for products or services provided by the Valley Acquired Companies (whether as a result of the consummation of the Transactions or otherwise), and, to the Knowledge of Valley Seller, there is no set of facts, event, occurrence, condition, or act (including the consummation of the Transactions), that is reasonably likely to cause any Third Party Payor to do so. To the Knowledge of Valley Seller, there are no material disputes between any Valley Acquired Company and any Third Party Payor; (ii) the Program Agreements to which any Valley Acquired Company is party and the Valley Material Contracts with Third Party Payors constitute valid, binding and enforceable agreements and are in full force and effect, subject to the Bankruptcy and Equity Exception. No Valley Acquired Company is in material breach under any Program Agreement or under any Valley Material Contract with any Third Party Payor and, to the Knowledge of Valley Seller, the other parties thereto are not have in material breach thereunder. No party to a Program Agreement or Valley Material Contract with any continuing Third Party Payor or other Government Entity has threatened in writing or orally by an employee of a Government Entity revocation, suspension, termination, probation, restriction, limitation or nonrenewal affecting any Program Agreement or Valley Material Contract with any Third Party Payor; and (iii) except in the course of negotiation and renegotiation of terms in the ordinary course of business, no Valley Acquired Company has received any notice in writing from any third party supplier that any third party supplier has stopped or has an intention to stop, materially decrease the rate of, or materially change the terms (whether related to payment, price or otherwise) with respect to the making of payments for products or services supplied to the Valley Acquired Companies (whether as a result of the consummation of the Transactions or otherwise), and to the Knowledge of Valley Seller, there is no set of facts, event, occurrence, condition, or act (including the consummation of the Transactions), that is reasonably likely to cause any third party supplier to do so. To the Knowledge of Valley Seller, there are no material financial obligations or liabilitiesdisputes between any of the Valley Acquired Companies and any third party supplier.

Contracts. (a) Schedule 3.11(a) SCHEDULE 5.21 contains a complete and accurate list of the Parent Disclosure Schedules sets forthall contracts (written or oral), as of the date hereofundertakings, a list commitments or agreements of the following Contracts categories to which any Acquired Company of Parent and its Subsidiaries is a party or by which any of them or their respective assets are is bound (the “Material Contracts”"PARENT CONTRACTS"): (i) Parent Contracts requiring annual expenditures by or liabilities of any Contract under which the of Parent and its Subsidiaries in excess of $50,000 that have a remaining amounts to be paid term in excess of 30 days or received by any Acquired Company would reasonably be expected to exceed $1,500,000 in any twelve-month periodare not cancelable (without material penalty, cost or other than any Contract with another Acquired Company to document intercompany loans or arrangementsliability) within 30 days; (ii) any collective bargaining promissory notes, loans, agreements;, indentures, evidences of indebtedness or other instruments relating to the lending of money, whether as borrower, lender or guarantor, in excess of $50,000. (iii) all Parent Contracts which relate containing covenants limiting the freedom of any of Parent and its Subsidiaries to Indebtedness under which engage in any Acquired Company has outstanding obligations line of business (other than prohibitions against engaging in excess business relating to specific product lines) or compete with any person, in any product line or line of $200,000 owed by business, or operate at any Acquired Company or the guarantee thereoflocation; (iv) all Contracts under joint venture or partnership agreements or joint development or similar agreements pursuant to which any Acquired Company third party has guaranteed any Liability been entitled or the obligations is reasonably expected to be entitled to share in profits or losses of any other Person (other another Acquired Company) in excess of $150,000Parent and its Subsidiaries; (v) all Parent Contracts containing covenants made by any Acquired Company that materially limit or purport to limit the ability of any Acquired Company to compete in any line of business or with any Person federal, state or local government which have a remaining term in any geographic area excess of one year or sales channelare not cancelable (without material penalty, cost or other liability) within one year; (vi) other Parent Contracts or commitment in which any Contract with a directorof Parent and its Subsidiaries has granted manufacturing rights or exclusive marketing rights relating to any product or service, officer any group of products or employee of services or any Acquired Company under which such director, officer or employee is to be paid more than $350,000 per annum;territory; and (vii) as of the date hereof any other Parent Contract the performance of which could be reasonably expected to require expenditures by any of Parent and its Subsidiaries in excess of $50,000. (b) Each of the Parent Contracts is a valid and binding obligation of Parent and its Subsidiaries, to the extent a party thereto and, to Parent's knowledge without any investigation, the other parties thereto, enforceable against the applicable Parent and its Subsidiaries in accordance with an unaffiliated third party with respect to any partnershipits terms, except as enforcement may be limited liability companyby bankruptcy, joint venture insolvency, moratorium, reorganization, arrangement or similar arrangementslaws affecting creditors' rights generally and by general principles of equity. Except as set forth on SCHEDULE 5.21, no event has occurred which would, on notice or lapse of time or both, entitle the holder of any indebtedness issued pursuant to a Parent Contract to accelerate, or that does accelerate, the maturity of any shareholderssuch indebtedness. (c) None of Parent and its Subsidiaries is in breach, voting default or similar violation (and no event has occurred or not occurred through Parent's or its Subsidiaries' action or inaction or through the action or inaction of any third parties, which with notice or the lapse of time or both would constitute a breach, default or violation) of any term, condition or provision of any Parent Contract to which any Acquired Company of Parent or its Subsidiaries is now a party, party or by which any Acquired Company is bound of them or to which any Acquired Company is subject; (viii) any Contract of their respective properties or assets may be bound, except for the lease, sublease, sale, purchase or other occupancy right with respect to real property that is still in effect and, individually, could reasonably be expected to result in payments by any Acquired Company in excess of $250,000 in any twelve-month period; (ix) any Contract that provides for the payment, increase or vesting of any benefits or compensation in connection with the transactions contemplated by this Agreement; or (x) any Contract that relates to any settlement of material disputes or material litigation, other than (x) releases immaterial in nature or amount, (y) settlement agreements for cash only (which has been paid) or (z) settlement agreements under which the Acquired Companies do not have any continuing material financial obligations or liabilitiesviolations set forth on SCHEDULE 5.21.