Common use of Contracts Clause in Contracts

Contracts. (a) Schedule 4.11 annexed hereto sets forth an accurate, correct and complete list of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, to which the Company or any of its Subsidiaries is or was a party, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16

Contracts. (a) Schedule 4.11 annexed hereto sets For purposes of this Agreement, a “Company Material Contract” is any Company Agreement, whether or not set forth an accurate, correct and complete list in Section 3.13 of the following ContractsCompany Disclosure Schedule, in effect at any time from October 1which, 1994 through as of the date hereof, to which the Company or any of its Subsidiaries is or was a party, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any is a “material Contracts with respect to Real Property contract” (which restrains the ability as such term is defined in Item 601(b)(10) of Regulation S-K of the Company or any of its Subsidiaries to use such Real PropertySEC), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital that involves aggregate revenues or expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal 1,000,000 per year; (iii) Any Contract evidencing any indebtedness for borrowed money that involves revenues or expenditures in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise 500,000 per year and was not entered into in the ordinary course of business; (viiiv) Any power that contains any non-compete or exclusivity provisions with respect to any line of attorney, proxy business or similar instrument granted by or geographic area with respect to the Company or any Company Subsidiary, or which restricts the conduct of its Subsidiariesany line of business by the Company or any Company Subsidiary, or any geographic area in which the Company or any Company Subsidiary may conduct business, in each case in any material respect; (v) that is a Clinical Contract that involves aggregate expenditures in excess of $1,000,000 per year; (vi) with any vendor that provides billing and reimbursement services valued in excess of $500,000 during any year; (vii) is with any payor from which the Company, any Company Subsidiary or any Hospice has received payments in 2009 in excess of $500,000; (viii) Any is with any supplier to which the Company, any Company Subsidiary or any Hospice has made payments in 2009 in excess of $1,000,000; (ix) which would prohibit or materially delay the consummation of the Merger or any of the other Contract related to the business Transactions; (x) is with any current or former Key Personnel; (xi) is with any labor union or association representing any employee of the Company or any of its the Company Subsidiaries and any collective bargaining agreement (of which there are none), (xii) that is a partnership or joint-venture agreement; (xiii) relating to the borrowing of money (including any guarantee thereto) or that is a mortgage, security agreement, capital lease or similar agreements, in each case in excess of $500,000 or that creates a Lien on any material asset of the Company or any of the Company Subsidiaries; (xiv) for the license or sublicense (whether as a licensor or a licensee) of any Intellectual Property or other intangible asset (excluding commercial off-the-shelf or shrink wrap software than has not been modified or customized), as currently conducted, which that provides for a period payment or receipt of performance which extends beyond twelve $500,000 or more per year; (12xv) months from relating to the date hereof sale of any of the material assets or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies properties of each such written Contract and written summaries of each such oral Contract have been delivered by the Company or any of the Company Subsidiaries other than in the ordinary course of business or for the grant to any Person of any options, rights of first refusal, or preferential or similar rights to purchase any of such assets or properties; (xvi) relating to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into acquisition by the Company or any of its the Company Subsidiaries from of any operating business or the date hereof through capital stock of any other Person; (xvii) requiring the Closing Date payment to any Person of a type material commission or fee, except in the ordinary course of business consistent with past practice; (xviii) that, in the case of a Company Benefit Plan, any of the benefits of which would be increased, or the vesting of the benefits of which would be accelerated, by the occurrence of any of the Transactions, or the value of any benefits which would be calculated on the basis of any of the Transactions; or (xix) that is described in this Section 4.11(a). (b) Each Contract listed an insurance policy providing for indemnification of any officer or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none director of the Company or any of its Subsidiaries has received the Company Subsidiaries, other than the Company Governing Documents; provided, however, that the foregoing definition of Company Material Contract shall not include any notice of a default under any such Contract leases, subleases and no event other occupancy or condition has happened use agreements concerning the real property leased by the Company or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16Company Subsidiaries, including the Material Company Leases (collectively, the “Company Leases”).

Contracts. (a) Schedule 4.11 annexed hereto 2.14 sets forth an accurate, correct accurate and complete list of the following Contracts, all Contracts in effect at any time from October 1, 1994 through as of the date hereof, hereof to which any 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 (other than purchase orders or standard sales orders entered into by the Company or any Company Subsidiary, as applicable, in the ordinary course of business) which by its Subsidiaries terms: (a) is not terminable at will within six months and requires future expenditures or was a partyother performance with respect to goods, by which equipment or services having an annual value in excess of $500,000, (b) relates to any of them are bound Indebtedness other than Intercompany Balances or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: Intracompany Obligations, (c) (i) Any material Contracts with respect to Real Property (which restrains limits the ability of the Company or any of its the Company Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether compete in any line of business or not material), Termination Agreements (whether with any Person in any geographic area or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by that would so limit the freedom of the Company or any of its the Company Subsidiaries which involves consideration payable by after the Closing or (ii) contains exclusivity obligations binding on the Company or any of its the Company Subsidiaries, (d) requires any capital commitment or capital expenditure (including any series of related expenditures) by the Company or the Company Subsidiaries in excess of greater than $100,000 in 500,000, (e) relates to the acquisition or disposition of any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 business or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) assets or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein under which the Company or any of its Company Subsidiaries has agreed any future liability greater than $500,000 with respect to a nonan “earn-competition provision; (v) Any material joint ventureout,” contingent purchase price, partnershipdeferred purchase price or similar contingent payment obligation, cooperative arrangement or any other material Contract involving indemnification obligation, (f) constitutes a sharing of profits; (vi) Any material Contract contract or agreement with any Governmental Authority officer, employee, director, stockholder or other Affiliate of the Company (other than for sale (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 merchandise 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; business or that require credit support or indemnification obligations of less than $500,000, (viih) Any power 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 attorneya 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), proxy (i) reflects any partnership, joint venture or similar instrument granted by agreement 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 of its Subsidiaries; and (viii) Any other Contract related Company Subsidiary that are material to the business of the Company or any of its and the Company Subsidiaries, taken as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' noticewhole. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except Except as is not reasonably likelywould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Material Contract to which the Company, any 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 the Company and Seller, each other party thereto in accordance with its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contractterms, except for such noncompliance which 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 likelybe 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 have 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 Adverse EffectContract. To the knowledge 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 any party thereto, or result in a termination thereof or would cause or permit the acceleration of or other changes of or to any right or obligation or the loss by the Company, any Company without due inquirySubsidiary or Seller (or any Affiliate thereof) of any benefit thereunder, in each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereundercase, except for such noncompliance which is not reasonably likelydefaults, breaches, violations terminations, accelerations or changes as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16.

Contracts. (a) Schedule 4.11 annexed hereto sets forth an accurate, correct and complete list of the following Contracts, in effect at any time from October 1, 1994 through Prior to the date hereof, the Company has made available to the Purchaser true and correct copies of, and Schedule 4.01(p) sets forth a complete and accurate list of all of the following contracts or commitments which the Company or any of its Subsidiaries subsidiaries is a party or was a partyis bound (collectively, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: "Contracts"): (i) Any material Contracts any lease (whether as lessor or lessee) of any interest in any real property and any pending and binding agreement to purchase or sell any real property; (ii) any lease of any personal property with aggregate annual rental payments in excess of $175,000; (iii) any agreement to purchase or sell a capital asset or an interest in any business entity for a price in excess of $175,000 or a right of first refusal with respect thereto; (iv) any agreement relating to Real Property the borrowing or lending of money other than advances to employees to cover business expenses in the ordinary course of business; (which restrains v) any joint venture contract, partnership contract or similar contract evidencing an ownership interest or a participation in or sharing of profits; (vi) any guaranty, contribution agreement or other agreement that includes any material indemnification or contribution obligation; (vii) any agreement (including any noncompetition agreement) limiting the ability of the Company or any of its Subsidiaries subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether engage in any line of business or not material), Termination Agreements (whether in business with any person or not material), Benefit Plans (whether restricting the geographical area in which the Company or not material), and labor mattersany of its subsidiaries may engage in any business; (iiviii) Any Contract for capital expenditures any employment, consulting, management, severance or services indemnification contract or agreement with annual obligations in excess of $175,000; (ix) material contracts which are terminable or contracts with annual obligations in excess of $175,000 under which payments by the Company or any of its Subsidiaries subsidiaries may be accelerated upon a change in control of the Company or any of its subsidiaries; and (x) any other agreement which involves consideration payable the payment of an aggregate annual amount in excess of $175,000 (other than fee for service contracts entered into in the ordinary course of business consistent with past practice) or which is material to the Company and its subsidiaries taken as a whole. Except as disclosed in Schedule 4.01(p)(xi), no event has occurred that would, with the passage of time or compliance with any applicable notice requirements or both, constitute a default by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtednesssubsidiaries or, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closingknowledge, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any other party under any of its Subsidiaries from the date hereof through Contracts except where the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likelydefault would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of material adverse effect on the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse EffectCompany. Except as set forth disclosed in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto4.01(p)(xii), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed heretothe Company's knowledge, the Merger will not be considered an assignment of no party to any of the Contracts intends to cancel or terminate any of such Contracts. A-16All of the Contracts are valid and binding obligations of the parties thereto, are in full force and effect, and are enforceable against the parties thereto in accordance with their terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Contracts. (a) Schedule 4.11 annexed hereto sets forth an accurate, correct and complete list 4.12 hereof lists all of the following Contractswritten contracts, in effect at any time from October 1plans, 1994 through agreements, arrangements and leases, true and complete copies of which have been furnished to Michxxx xx of the date hereofof this Agreement, and Schedule 4.12 describes any of the following oral contracts, plans, agreements, arrangements and leases to which the Company Papetti's Hygrade or any of its Subsidiaries an Acquired Entity is or was a party, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect each contract for the future purchase of materials, services, supplies or equipment which (a) has a term in excess of one year or (b) obligates Papetti's Hygrade or an Acquired Entity to Real Property (which restrains pay, in one installment or in the ability aggregate over its term or one year, whichever is shorter, an amount in excess of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters$50,000; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to each contract with a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise customer made in the ordinary course of business which (a) has a term in excess of one year or (b) generates revenues for Papetti's Hygrade or an Acquired Entity over its term or in any one 12-month period, whichever is shorter, in excess of $50,000; (iii) each contract not made in the ordinary and usual course of business; (iv) each employment, severance and consulting contract; (v) each contract with any labor union or other labor organization; (vi) each guarantee or accommodation for which the underlying obligation is in excess of $50,000; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; each license and (viii) Any other Contract related franchise relating to the business of the Company Papetti's Hygrade or any an Acquired Entity; (viii) each lease of its Subsidiaries, as currently conducted, real or personal property which provides for (a) has a period term in excess of performance which extends beyond twelve (12) months from the date hereof one year or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed obligates Papetti's Hygrade or referred an Acquired Entity to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a partypay, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually one installment or in the aggregateaggregate over its term or one year, to have a Material Adverse Effect. Each whichever is shorter, an amount in excess of the Company $50,000; and its Subsidiaries has complied (ix) each contract and agreement with all commitments and obligations on its part to be performed Affiliates of Papetti's Hygrade or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effectan Acquired Entity. Except as set forth in on Schedule 4.11 annexed 4.12 hereto, none of Papetti's Hygrade and the Company or any of its Subsidiaries has received any notice of a Acquired Entities have performed all material obligations required to be performed by it to date and have not breached and are not in default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse material term of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth agreement listed in Schedule 4.11 annexed hereto)4.12 and, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed heretothe knowledge of Papetti's Hygrade and the Acquired Entities, the Merger will not be considered an assignment of any all of the Contracts. A-16same are enforceable in accordance with their terms.

Contracts. (a) Section 3.15 to the Papyrus Disclosure Schedule 4.11 annexed hereto sets forth an accuratelists all written or oral contracts, correct agreements, guarantees, leases and complete list executory commitments (each a "Contract") to which Papyrus is a party and which fall within any of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, to which the Company or any of its Subsidiaries is or was a party, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiarycategories: (i) Any material Contracts with respect to Real Property (which restrains not entered into in the ability Ordinary Course of the Company or any Business of its Subsidiaries to use such Real Property)Papyrus, Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract joint venture, partnership and similar agreements, (iii) Contracts which are service contracts or equipment leases involving payments by Papyrus of more than $20,000 annually, (iv) Contracts containing covenants purporting to limit the freedom of Papyrus to compete in any line of business in any geographic area or to hire any individual or group of individuals, (v) Contracts which after the Effective Time would have the effect of limiting the freedom of Buyer or its subsidiaries (other than Papyrus) to compete in any line of business in any geographic area or to hire any individual or group of individuals, including any Contracts with distributors granting any exclusive rights, (vi) Contracts which contain minimum purchase conditions or requirements or other terms that restrict or limit the purchasing relationships of Papyrus or its affiliates, or any customer, licensee or lessee thereof, (vii) Contracts relating to any outstanding commitment for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in 20,000, (viii) Contracts relating to the lease or sublease of or sale or purchase of real or personal property involving any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money annual expense or price in excess of $50,000 20,000 and not cancelable by Papyrus (without premium or obligation for the deferred purchase price penalty) within one month, (ix) Contracts with any labor organization, (x) indentures, mortgages, promissory notes, loan agreements, guarantees of Assets amounts in excess of $100,000 (excluding normal trade payables) 20,000, letters of credit or guaranteeing any indebtedness, obligation other agreements or liability instruments of Papyrus or commitments for the borrowing or the lending of amounts in excess of $100,00020,000 by Papyrus or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of Papyrus, (xi) Contracts which are fixed price, capitation or other risk sharing agreements with customers not cancelable by Papyrus (without premium or penalty) within one month; (ivxii) Any material Contract wherein the Company Contracts involving annual revenues or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related expenditures to the business of Papyrus in excess of 1.0% of Papyrus' annual revenues, (xiii) Contracts providing for "earn-outs" or other contingent payments involving more than $10,000 over the Company term of the Contract; (xiv) any agreement concerning confidentiality; (xv) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or any other material plan or arrangement for the benefit of its Subsidiariescurrent or former directors, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete listofficers, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16employees.

Contracts. (a) Schedule 4.11 annexed hereto sets forth an accurate, 3.11(a) is a correct and complete list (by reference to the applicable subsection hereof) of each of the following Contracts to which the Company is a party following completion of the Restructuring (the “Material Contracts”): (i) each continuing Contract for the purchase of goods or the supply of services that requires the Company, or is reasonably likely to result in effect at any time from October 1, 1994 through the date hereofCompany being obligated, to which pay an annual amount of $50,000 or more in the aggregate after the Agreement Date (excluding Contracts with publishers), or that entitles the Company to receive an annual amount of $50,000 or more in the aggregate after the Agreement Date, excluding insertion orders entered into by the Company with advertisers or marketers in the ordinary course of business, (ii) all Contracts that restrict the Company or any of its Subsidiaries is Affiliates from competing with or was a partyengaging in any business activity anywhere in the world or soliciting for employment, by which hiring or employing any of them are bound or Person, (iii) all Contracts pursuant to which the Company has acquired or any of its Subsidiaries disposed of, or is obligated to acquire or was dispose of, a business or an obligor entity, or a beneficiary: material portion of the assets of a business or entity, whether by way of merger, consolidation, purchase or sale of stock, purchase or sale of assets, license or otherwise, and as to which the Company has continuing material obligations or material rights, (iiv) Any material all Contracts concerning joint venture or partnership agreements, or the sharing of profits, (v) all Contracts whereby the Company leases, subleases, licenses, or otherwise holds any rights to use or occupy any interest in real property (the “Real Property Leases”), (vi) all Contracts with respect to Real Property Indebtedness, (which restrains the ability of the Company or vii) all Contracts with any of its Subsidiaries to use such Real PropertyGovernmental Authority, (viii) all Contracts listed on Schedule 3.10(b)(i), Intangible and Other Property, (ix) all Affiliate Contracts (whether or not materiallisted on Schedule 3.10(b)(ii), Termination Agreements (whether x) all Contracts that contain any “most-favored nation” pricing or similar pricing terms or provisions regarding minimum volumes, or rebates, excluding any Contracts with such provisions that are for the benefit of Company, (xi) any collective bargaining agreements, (xii) all Contracts with respect to the employment of any individual on a full-time, part-time, consulting, or other basis involving annual payments of more than $100,000 and that, in each case, is not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services immediately terminable by the Company without cost or Liability, (xiii) each Contract with any of its Subsidiaries which involves consideration payable publisher that resulted in the payment by the Company or any to such publisher of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess an amount of $50,000 or obligation for more in the deferred purchase price of Assets in excess of $100,000 aggregate during the twelve month period ended December 31, 2013, and (excluding normal trade payablesxiv) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise all Contracts not made in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or the Business consistent with past practice and that are material to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16Business.

Contracts. (a) Schedule 4.11 annexed hereto sets forth an accurate, correct and complete list Section 3.18(a) of the following ContractsCompany Disclosure Letter sets forth, in effect at any time from October 1, 1994 through as of the date hereof, any agreement, lease, license, use or occupancy agreement, contract, note, mortgage, indenture, arrangement or other binding obligation (each, a “Contract”) to which the Company or any of its Company Subsidiaries is currently a party to or was a party, by which it or any of them are bound otherwise currently bound, that is not filed as an exhibit to the Company SEC Documents or that is not a Contract which is posted and available for review by Parent as of 12:00 p.m., Chicago time, on January 7, 2010, in the internet based data site maintained by the Company with Xxxxxxx Corporation and referred to commonly as the Krusher Data Site (the “Posted Data Room Documents”): (i) that would be required to be filed by the Company as an exhibit to any Company SEC Document pursuant to Item 601(b)(4) or 601(b)(10) of Regulation S-K under the Securities Act; (ii) pursuant to which the Company or any Company Subsidiary (A) licenses or otherwise obtains the right to use the Intellectual Property rights of its Subsidiaries is any other Person (other than licenses for readily available commercial software or was an obligor licenses of Intellectual Property which are not material to the manufacture or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains sale by the ability Company or any Company Subsidiary of any product of the Company or any of Company Subsidiary), or (B) is restricted in any material respect in its Subsidiaries right to use any Company Intellectual Property where any such Real Propertymaterial restriction would reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect; (iii) that, since January 1, 2003, relates to the acquisition or disposition of any material business or material real property (whether by merger, sale of stock, sale of assets or otherwise), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor mattersincluding any disposition which has been reflected in prior financial statements of the Company that have been filed as part of the Company SEC Documents; (iiiv) Any Contract for capital expenditures that relates to any acquisition of assets or of a business under which there is a future obligation on the part of the Company or any Company Subsidiary which would reasonably be expected to exceed $500,000 under any such Contract, including by means of an earn-out or similar contingent payment mechanism; (v) purporting to restrict or prohibit the Company or any Company Subsidiary from engaging or competing in the manufacture, marketing, distribution or sale of any of the products or services presently manufactured, marketed, distributed or sold by the Company or any of its Subsidiaries Company Subsidiaries; (vi) that relates to any partnership, joint venture, strategic alliance or other similar arrangement (each a “JV”) in which involves consideration payable by the Company or any Company Subsidiary is a partner, member or party, excepting any JV with respect to which the Company or the Company Subsidiary which is a partner, member or party thereof has no remaining capital contribution obligation, no unperformed obligation to extend credit, and with respect to which it has no personal liability respecting such JV’s indebtedness, liabilities and obligations; (vii) that evidences or is the primary document under which there arises Indebtedness of its Subsidiaries the Company or any Company Subsidiary (other than agreements with or among direct or indirect wholly owned Company Subsidiaries) in excess of $100,000 in any fiscal year1,000,000; (iiiviii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein under which the Company or any of its Subsidiaries Company Subsidiary has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement advanced or loaned any other material Contract involving a sharing person the principal sum of profits; (vi) Any material Contract with any Governmental Authority other more than for sale of merchandise $1,000,000, not including credit extended to customers in the ordinary course of business; (viiix) Any power of attorney, proxy or similar instrument granted that includes any guarantee by or to the Company or any Company Subsidiary of its Subsidiariesany debt or obligations which are in excess of $500,000 (other than any guarantee by the Company of a Company Subsidiary’s debts or obligations or a guarantee by a Company Subsidiary of the Company’s debts or obligations or another Company Subsidiary’s debts or obligations); and (viiix) Any other Contract related to the business performance of which involves expenditures or receipts of the Company or any Company Subsidiary in excess of its Subsidiaries, as currently conducted, which $1,000,000 per year not entered into in the ordinary course of business; (xi) that provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into production by the Company or any Company Subsidiary of its Subsidiaries from any product on an exclusive or requirements basis or the date hereof through purchase by the Closing Date Company or any Company Subsidiary of a type any product on an exclusive or output basis, and was not made in the 39 ordinary course of business by the Company or any Company Subsidiary; (xii) with any director or officer of the Company or any other employee of the Company or any Company Subsidiary earning noncontingent cash compensation in excess of $150,000 per year (including any employment, consulting, retention, severance, change in control, non-competition, termination or indemnification agreements); (xiii) that is described in this Section 4.11(a). a collective bargaining agreement or similar labor agreement with a labor union or labor organization with respect to employees of the Company or any Company Subsidiary; (bxiv) Each Contract listed or referred to on Schedule 4.11 to which the Company or any Company Subsidiary is a party with any Governmental Entity, excepting any such Contract made in the ordinary course of its Subsidiaries is business and not to resolve any claimed liability for breach or was violation of any law or regulation of governmental authority; (xv) that grants any party to the Contract or any other third party “most favored nation” pricing or terms under a party, Contract which may not be terminated on sixty (60) days or less notice by which any of them is bound or pursuant to which the Company or any of its Subsidiaries the Company Subsidiary which is or was an obligor or a beneficiary is party to such Contract; (xvi) the failure to obtain consent in full force and effect, except as is not reasonably likelyrespect of, individually or in the aggregate, would reasonably be expected to have result in a Company Material Adverse Effect. Each Effect and (xvii) that provides for termination, acceleration of payment or other special rights upon the occurrence of a change in control of the Company and its Subsidiaries has complied with all commitments and obligations on its part where such termination, acceleration of payment or other special right would reasonably be expected to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, material to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to (each such Contract other than described in clauses (i) through (xvii), each Contract filed as an exhibit to the Company SEC Documents and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none each of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in Posted Data Room Documents that meets the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment description of any of the Contracts. A-16clauses (i) though (xvii) is referred to herein as a “Company Material Contract”).

Contracts. (a) Schedule 4.11 annexed hereto sets forth 2.10(a) to the Disclosure Memorandum contains an accurate, correct accurate and complete list of the following Contracts(each, in effect at any time from October 1, 1994 through the date hereof, a “Material Contract”): (i) all Contracts to which the Company is a party or any of its Subsidiaries is or was a party, by which any of them are bound or pursuant to which the Company is bound providing for potential annual payments by or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any in excess of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters$25,000; (ii) Any each Contract for capital expenditures or services by relating to the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal yearDebt; (iii) Any Contract evidencing all Contracts affecting the ownership of, leasing of, title to, use of or any indebtedness for borrowed money in excess leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,00025,000; (iv) Any material Contract wherein the Company all Contracts with any labor union or any other employee representative of its Subsidiaries has agreed a group of employees relating to a non-competition provisionwages, hours or other conditions of employment; (v) Any material all Contracts involving any joint venture, partnership, cooperative arrangement partnership or any other material Contract limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) Any all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material Contract rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any Governmental Authority other than for sale of merchandise actual or prospective customer or vendor in the ordinary course of businessbusiness consistent with past practices pursuant to a form made available to Parent; (viixiii) Any power of attorneyall Contracts relating to any interest rate, proxy currency or similar instrument granted by commodity derivatives or to the Company or any of its Subsidiarieshedging transaction; and (viiixiv) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for all Contracts with a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16Governmental Body.

Contracts. (a) Except for this Agreement and as disclosed on Xxxxxx Disclosure Schedule 4.11 annexed hereto sets forth an accurate2.08, correct and complete list of the following Contracts, in effect at neither Xxxxxx nor any time from October 1, 1994 through the date hereof, Xxxxxx Subsidiary is a party to which the Company or any of its Subsidiaries is or was a party, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiarysubject to: (i) Any any agreement, contract, arrangement, commitment or understanding (whether written or oral) that is a “material Contracts with respect to Real Property (which restrains contract” within the ability meaning of Item 601(b)(10) of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor mattersSEC’s Regulation S-K; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal yearreal estate lease; (iii) Any Contract any employment, consulting or severance contract or arrangement with any past or present officer, director or employee, except for oral “at will” arrangements; (iv) any plan, arrangement or contract providing for bonuses, pensions, options, restricted stock, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors or employees of Xxxxxx or any Xxxxxx Subsidiary; (v) any collective bargaining agreement with any labor union relating to employees of Xxxxxx or any Xxxxxx Subsidiary; (vi) any agreement which by its terms limits the payment of dividends by Xxxxxx or any Xxxxxx Subsidiary; (vii) any instrument evidencing any or related to indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in excess respect of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company which Xxxxxx or any of its Subsidiaries has agreed Xxxxxx Subsidiary is an obligor to a non-competition provision; (v) Any material joint ventureany person, partnership, cooperative arrangement which instrument evidences or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority relates to indebtedness other than for sale of merchandise deposits, repurchase agreements, bankers acceptances and “treasury tax and loan” accounts established in the ordinary course of business; business and transactions in “federal funds,” or which contains financial covenants or other restrictions (vii) Any power of attorney, proxy or similar instrument granted by or other than those relating to the Company payment of principal and interest when due) which would become applicable on or after the Closing Date to Franklin or any of its SubsidiariesFranklin Subsidiary; and (viii) Any any contract limiting the freedom of Xxxxxx or any Xxxxxx Subsidiary to engage in any type of banking or bank-related or other Contract related business permissible under law; (ix) any contract relating to the acquisition of any business of the Company that has not been fully performed, including where contingent compensation remains to be paid; (x) any contract or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or agreement pursuant to which the Company Xxxxxx or any Xxxxxx Subsidiary is obligated to make payments in excess of its Subsidiaries is or was $25,000 on an obligor annual basis that cannot be terminated by Xxxxxx or a beneficiary is in full force and effectXxxxxx Subsidiary without penalty upon 90 days or less notice; or (xi) any contractual or other agreements which give any director, except as is not reasonably likely, individually officer or in the aggregate, to have a Material Adverse Effect. Each employee of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company Xxxxxx or any of its Subsidiaries has received any notice of a default under any Xxxxxx Subsidiary the right to terminate such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or agreement in the aggregate (together connection with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16Merger.

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 4.11 annexed hereto sets forth an accurate, correct and complete list for the future sale of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, to which the Company or any of its Subsidiaries is or was a party, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures products or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries with expected payments in excess of $100,000 in any fiscal year2,500,000 during the remaining term; (iiib) Any Contract evidencing any indebtedness for borrowed money the future purchase of products or services with expected payments in excess of $50,000 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 obligation for other liability to the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability Business in excess of $100,000; (ivc) Any material Contract wherein 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 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 of this Agreement and under which any Acquired Company or the Satair JV has any of its Subsidiaries has agreed to a non-competition provisioncontinuing material liability or obligation; (vg) Any relating to the sale or disposition of any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; Business Assets (vi) Any material Contract with any Governmental Authority other than for the sale of merchandise inventory or obsolete or worn-out Business Assets replaced in the ordinary course of businessbusiness consistent with past practice) entered into within three (3) years from the date of this Agreement and under which any Acquired Company or the Satair JV has any continuing material liability or obligation; (viih) Any power of attorneyrelating to any employment, proxy independent contracting, consulting or similar instrument granted agreement requiring payment by the Business of base annual fees or compensation in excess of $100,000 to the Company or any of its SubsidiariesPerson; (i) evidencing Indebtedness; and (viiij) Any other Contract related providing for capital expenditures after the date of this Agreement in excess of $100,000, individually. The Contracts listed (or required to the business be listed) in Section 3.9 of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or Seller Disclosure Letter are referred to on Schedule 4.11 to which collectively herein as the Company or any of its Subsidiaries “Significant Contracts.” Each Significant Contract is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary valid and is in full force and effect, except as is not reasonably likely, individually or effect in accordance with the aggregate, terms of such Significant Contract subject to have a Material Adverse Effect. Each 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 Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed transactions contemplated hereby will give others any rights of termination or observed under each such cancellation of any Significant Contract, except for such noncompliance which . There is not reasonably likely, individually no material breach or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a material default under any such Contract Significant Contract, and to Seller’s Knowledge, no event or condition has happened or presently exists which constitutes a default oroccurred that, after notice or lapse with the passage of time or the giving of notice or both, would constitute a material breach or material default under by Seller, an Acquired Company, the Satair JV, any such ContractSelling Subsidiary or any other party thereto under, except for such notices and defaults which are not reasonably likely, individually or in the aggregate give to others any rights of termination or cancellation of (together with the items set forth in Schedule 4.11 annexed heretoother than rights relating to contractual expiration), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16Significant Contract.

Contracts. (a) The Company Schedule 4.11 annexed hereto of Exceptions sets forth an accurate, correct and complete a list (as of the following Contractsdate of this Agreement) of (i) each contract which is likely to involve payment or receipt of annual consideration of more than $100,000, in effect at the aggregate, over the remaining term of such contract, (ii) all contracts or indentures relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a Lien on any time from October 1material asset or material group of assets of the Company or any of its subsidiaries, 1994 through including the amount of funded indebtedness for borrowed money outstanding as of the date hereofhereof under any such contract or indenture, other than contracts relating to indebtedness other than indebtedness for borrowed money in an amount not in excess of $100,000 in the aggregate for all such contracts, (iii) all joint venture or other similar agreements to which the Company or any of its Subsidiaries subsidiaries is or was a party, by which any of them are bound or pursuant (iv) all lease agreements to which the Company or any of its Subsidiaries subsidiaries is or was an obligor or a beneficiary: party with annual lease payments in excess of $100,000, (iv) Any material Contracts with respect to Real Property (which restrains the ability standby letter of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services credit obtained by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries has in an amount in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein 250,000 and contracts under which the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement advanced or loaned any other material Contract involving a sharing Person or entity an amount in excess of profits; $100,000, (vi) Any material Contract contracts or groups of related contracts with the same party or group of parties requiring the payment or receipt of $100,000 or more per year which are not cancelable by the Company on 30 days’ or less notice without premium or penalty or other cost of any Governmental Authority other than for sale of merchandise in the ordinary course of business; kind or nature, (vii) Any power warranty agreements with respect to the Company’s or its Subsidiaries’ services rendered or products sold or leased, other than pursuant to the Company’s standard warranty, (viii) agreements under which the Company has granted any person or entity registration rights (including, without limitation, demand and piggy-back registration rights), (ix) agreements under which the Company or any of attorney, proxy its Subsidiaries has granted any right of first refusal or similar instrument granted right in favor of any third party with respect to any material portion of the Company’s or any of its Subsidiaries’ properties or assets and (x) contracts containing non-compete covenants by or to the Company or any of its Subsidiaries; Subsidiaries (the items described in clauses (i) through (x) hereof, collectively, the “Material Contracts”). The Company has made available to Parent a correct and (viiicomplete copy of each Material Contract listed in Section 4.14(a) Any other Contract related to the business of the Company or any Schedule of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16Exceptions.

Contracts. (a) Schedule 4.11 annexed hereto sets forth an accurateAll contracts, correct agreements, commitments and complete list of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, other documents to which the Company or any of its Subsidiaries subsidiaries is a party or was a party, by which the Company, any subsidiary of them are bound or pursuant to which the Company Company, or any of its Subsidiaries their assets is in any way affected or was an obligor bound, including all amendments and supplements thereto and modifications thereof, excluding those that (a) are terminable without premium or a beneficiary: penalty upon no more than sixty (i60) Any days notice or (b) involve in their entirety less than $50,000 and in cases of (a) and (b) are not otherwise material Contracts with respect to Real Property the business (which restrains the ability collectively, except as otherwise set forth in this Section 3.16, “Contracts”), are listed in Section 3.16 of the Company or any of its Subsidiaries to use such Real Property)Disclosure Schedule, Intangible are legally valid and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), binding and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as and the Company and each of its subsidiaries is not reasonably likely, individually or in compliance in all material respects with all such Contracts and neither the aggregate, to have a Material Adverse Effect. Each Company nor any subsidiary of the Company and its Subsidiaries has complied with received any notice that it is in default or breach of any of the terms thereof. The Company has previously made available for inspection by the Parent through the VDR all commitments and obligations on its part to be performed or observed under each such Contractwritten Contracts, except for such noncompliance which is not reasonably likely, individually or those that are identified in the aggregate, to have a Material Adverse Effect. To the knowledge Section 3.16 of the Company without due inquiry, Disclosure Schedule as available on the SEC's EXXXX website. A summary of the terms of each party to each such oral Contract other than is set forth on Section 3.16 of the Company Disclosure Schedule. The Company has previously provided the Parent with copies of, and its Subsidiaries has complied Section 3.16 of the Company Disclosure Schedule identifies, any agreement with all commitments and obligations on its part any executive officer or other key employee of the Company or any subsidiary of the Company (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any subsidiary of the Company of the nature of any of the transactions contemplated by this Agreement, (B) providing any compensation guarantee of more than $50,000 per year or (C) providing severance benefits or other benefits after the termination of employment of such executive officer or key employee not comparable to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, benefits available to have a Material Adverse Effectemployees generally. Except as set forth in Schedule 4.11 annexed heretothe engagement letter dated January 20, none 2006 between the Company and Fxxxxxxx, Bxxxxxxx and Rxxxxx, as amended by Amendment 1 to Engagement Letter, dated June 15, 2006, Amendment 2 to Engagement Letter, dated October 9, 2006, Amendment 3 to Engagement Letter, dated May 24, 2007 and Amendment No. 4 to Engagement Letter effective January 18, 2008, all expenses of the Company incurred and to be incurred in connection with this Agreement and the transactions contemplated hereby, including but not limited to legal and accounting fees are on normal terms and do not involve any success fees, bonuses or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16premiums.

Contracts. (a) Section 3.14(a) of the Company Disclosure Schedule 4.11 annexed hereto sets forth an accurate, correct a complete and complete accurate list of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, all contracts and agreements to which the Company or any of its Subsidiaries is or was a party, by party as of the date of this Agreement (i) in connection with which any of them are bound or pursuant to which the Company and its Subsidiaries paid, in the aggregate during the fiscal year ended October 2, 2012, more than $5,000,000 to any vendor for merchandise resold by the Company and its Subsidiaries, (ii) that is a services agreement, equipment lease, logistics agreement, information technology agreement, agreement related to software or intellectual property license (other than any architectural or construction-related contract) in connection with which or pursuant to which the Company and its Subsidiaries paid, in the aggregate during the fiscal year ended October 2, 2012, more than $2,000,000 to any person, (iii) any pharmacy-related agreements, including, without limitation, procurement agreements, rebate agreements and network pharmacy service agreements, in connection with which or pursuant to which the Company and its Subsidiaries paid, in the aggregate during the fiscal year ended October 2, 2012, more than $1,000,000 to any person, (iv) related to indebtedness for borrowed money owed by the Company or any of its Subsidiaries having an outstanding amount in excess of $2,500,000 individually, other than any such indebtedness between or among any of the Company and any of its Subsidiaries, (v) that prohibits or otherwise restricts, in any material respect, the Company or any of its Subsidiaries from freely engaging in business anywhere in the world, (vi) that is or was an obligor or a beneficiary: “material contract” (ias such term is defined in Item 601(b)(10) Any material Contracts of Regulation S-K promulgated by the SEC (“Regulation S-K”)) with respect to Real Property the Company and its Subsidiaries, (which restrains the ability vii) that is an employment or consulting agreement with any executive officer or other employee of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by member of the Company or any of its Subsidiaries which involves consideration payable by Board earning an annual salary from the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; 100,000, (iiiviii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to that is a non-competition provision; (v) Any material joint venture, partnership, cooperative limited liability company or other similar agreement or arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is still a member, partner or was a party, by which any of them is bound or pursuant to shareholder in connection with which the Company or any of its Subsidiaries is has a recorded balance (on a GAAP basis) of more than $1,000,000 or was an obligor (ix) that involves the acquisition from another person or a beneficiary is in full force disposition to another person (other than acquisitions or dispositions of inventory, merchandise, products, services, properties and effect, except as is not reasonably likely, individually or other assets in the aggregateordinary course of business), to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed assets or observed capital stock or other equity interests for aggregate consideration under each such Contractcontract (or series of related contracts) in excess of $1,000,000, except for such noncompliance which is not reasonably likely, individually or in the aggregatecase of clauses (i) through (ix), to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of those that are terminable by the Company or any of its Subsidiaries has received on no more than 30 days’ notice without material liability or financial obligation to the Company or any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate its Subsidiaries (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed heretocollectively, the “Company Material Contracts”). The Company has made available to Parent and Merger will not be considered an assignment Sub a complete and accurate copy of any of the Contracts. A-16each Company Material Contract.

Contracts. (a) Schedule 4.11 annexed hereto sets forth an accurate, correct and complete list of the following Contracts, in effect at any time from October 1, 1994 through Prior to the date hereof, WPZ has made available to Parent true and correct copies of, and Exhibit 6.9 sets forth a complete and accurate list of, all of the following contracts or commitments of any kind to which the any WPZ Company is a party or any of its Subsidiaries is or was a party, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiarybound: (i) Any material Contracts with respect to Real Property any lease of any interest in any real property (which restrains collectively, the ability of the Company or any of its Subsidiaries to use such Real Property"Leases"), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any lease of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability personal property with aggregate annual rental payments in excess of $100,000; (iii) any agreement to purchase or sell a capital asset or an interest in any business entity for a price in excess of $100,000 or a right of first refusal with respect thereto; (iv) Any material Contract wherein any agreement relating to the Company borrowing or any lending of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority money other than for sale of merchandise advances to employees to cover business expenses in the ordinary course of business; (v) any joint venture contract, partnership contract or similar contract evidencing an ownership interest or a participation in or sharing of profits, (vi) any guaranty, contribution agreement or other agreement that includes any material indemnification or contribution obligation; (vii) Any power any agreement (including any noncompetition agreement) limiting the ability of attorney, proxy any WPZ Company to engage in any line of business or similar instrument granted by in business with any Person or to restricting the geographical area in which any WPZ Company or may engage in any of its Subsidiariesbusiness; and (viii) Any any employment, consulting, management, severance or indemnification contract or agreement with annual obligations in excess of $100,000; (xiv) material contracts which are terminable or contracts with annual obligations in excess of $10,000 under which payments by any WPZ Company may be accelerated upon a change in control of WPZ and (xv) any other Contract related agreement which may involve the payment of an amount over its term in excess of $250,000 or which is material to the business any WPZ Company. None of the Company WPZ Companies is party to any contract or commitment of any of its Subsidiaries, as currently conducted, character which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company could reasonably be expected to the Parent or made available give rise to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each The WPZ Companies have performed in all material respects and, to the Knowledge of WPZ, every other party has performed in all material respects, each term, covenant and condition of each of the Company and its Subsidiaries has complied with all commitments and obligations on its part Contracts that is to be performed by any of them at or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in before the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effectdate hereof. Except as set forth in Schedule 4.11 annexed heretoherein, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default oroccurred that would, after notice or lapse with the passage of time or compliance with any applicable notice requirements or both, would constitute a material default under by any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto)WPZ Company or, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed heretothe Knowledge of WPZ, the Merger will not be considered an assignment of by any other party under any of the Contracts and, to the Knowledge of WPZ, no party to any of the Contracts intends to cancel, terminate or exercise any option under any of such Contracts. A-16.

Contracts. (aPart 2.12(a) of the Disclosure Schedule 4.11 annexed hereto sets forth an accurate, correct and complete list identifies each of the following Contracts, in effect at Acquired Corporation Contracts (it being understood that Part 2.12(a) does not identify any time from October 1, 1994 through Contract that has been terminated (or completely performed) prior to the date hereofof this Agreement unless any Acquired Corporation: (x) has, or may become subject to, any obligation under such Contract; or (y) has or may acquire any right or interest under such Contract): each Acquired Corporation Contract relating to which the Company employment of, or the performance of services by, any of its Subsidiaries is employee, consultant or was a party, by independent contractor; any Acquired Corporation Contract pursuant to which any of them are bound the Acquired Corporations is or may become obligated to make any severance, termination or similar payment to any current or former employee or director; and any Acquired Corporation Contract pursuant to which the Company or any of its Subsidiaries the Acquired Corporations is or was an obligor may become obligated to make any bonus or a beneficiary: similar payment (iother than payment in respect of salary) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in 5,000 to any fiscal yearcurrent or former employee or director; (iii) Any each Acquired Corporation Contract evidencing relating to the voting and any indebtedness for borrowed money in excess other rights or obligations of $50,000 or obligation for a shareholder of any of the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtednessAcquired Corporations; each Acquired Corporation Contract relating to the merger, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company consolidation, reorganization or any similar transaction with respect to any of its Subsidiaries has agreed the Acquired Corporations; each Acquired Corporation Contract relating to a the acquisition, transfer, use, development, sharing or license of any technology or material Intellectual Property or Intellectual Property Right, other than non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise exclusive licenses granted in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or business and involving payments to the Company in an amount or having a value of less than $25,000; each Acquired Corporation Contract creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses, costs or liabilities; each Acquired Corporation Contract relating to the license of any patent, copyright, trade secret or other Intellectual Property or Intellectual Property Right to or from any of the Acquired Corporations, other than non-exclusive licenses of software by an Acquired Corporation to its Subsidiariescustomers, and related maintenance and support agreements, in each case in the ordinary course of business and consistent with past practices of the Acquired Corporation; each Acquired Corporation Contract imposing any restriction on any of the Acquired Corporations: (A) to compete with any other Person; (B) to acquire any product or other asset or any services from any other Person, to sell any product or other asset to or perform any services for any other Person or to transact business or deal in any other manner with any other Person; or (C) to develop or distribute any technology; each Acquired Corporation Contract creating or involving any agency relationship, distribution arrangement or franchise relationship; each Acquired Corporation Contract regarding the acquisition, issuance or transfer of any securities and (viii) Any other each Acquired Corporation Contract affecting or dealing with any securities of any of the Acquired Corporations including any restricted stock agreements or escrow agreements; each Acquired Corporation Contract which provides for indemnification of any officer, director, employee or agent; each Acquired Corporation Contract relating to the creation of any Encumbrance with respect to any material asset of any of the Acquired Corporations; each Acquired Corporation Contract relating to the Mezzanine Debt or otherwise involving any loan, guaranty, pledge, performance or completion bond or indemnity or surety arrangement; [Reserved]; each Acquired Corporation Contract related to or regarding the performance of consulting, advisory or other services or work of any type to any third party; each Acquired Corporation Contract relating to the purchase or sale of any product or other asset by or to, or the performance of any services by or for, any Related Party (as defined in Section 2.19); each Acquired Corporation Contract constituting or relating to a Government Contract or Government Bid; any other Acquired Corporation Contract that was entered into outside the ordinary course of business or was inconsistent with the past practices of any of the Acquired Corporations; and any other Acquired Corporation Contract that, since November 1, 2002, contemplates or involves: (A) the payment or delivery of cash or other consideration by any Acquired Corporation in an amount or having a value in excess of $10,000 individually, or $25,000 in the aggregate; or (B) the performance of services having a value in excess of $10,000 individually, or $25,000 in the aggregate. (Contracts in the respective categories described in clauses "(i)" through "(xx)" above are referred to in this Agreement as "Material Contracts.") The Company has delivered or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct made available to Parent accurate and complete copies of each such all written Contract and written summaries Material Contracts identified in Part 2.12 of the Disclosure Schedule, including all amendments thereto. Part 2.12(b) of the Disclosure Schedule provides an accurate description of the terms of each such oral Material Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described not in this Section 4.11(a)written form. (b) Each Contract listed or referred to on identified in Part 2.12 of the Disclosure Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is valid and in full force and effect, except as is not reasonably likely, individually or in the aggregateand, to have a Material Adverse Effect. Each the best of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiryCompany, each party is enforceable by the respective Acquired Corporation in accordance with its terms, subject to: (i) laws of general application relating to each such Contract bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effectequitable remedies. Except as set forth in Schedule 4.11 annexed hereto, Part 2.12(c) of the Disclosure Schedule: (i) none of the Company Acquired Corporations has violated or breached in any material respect, or committed any material default under, any Acquired Corporation Contract to which it is a party, which remains uncured, and, to the best of its Subsidiaries the knowledge of the Company, no other Person has received violated or breached, or committed any notice default under, any Acquired Corporation Contract which remains uncured; (ii) to the best of a default under any such Contract the knowledge of the Company, no event has occurred, and no event circumstance or condition has happened exists, that (with or presently exists which constitutes a default or, after without notice or lapse of time time) will, or both, would constitute could reasonably be expected to (A) result in a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually violation or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment breach of any of the Contractsprovisions of any Material Contract, (B) give any Person the right to declare a default or exercise any material remedy under any Material Contract, (C) give any Person the right to accelerate the maturity or performance of any Material Contract or (D) give any Person the right to cancel, terminate or modify any Material Contract; (iii) since January 1, 2002, the Company has not received any notice or other communication regarding any actual or possible violation or breach of, or default under, any Acquired Corporation Contract; and (iv) none of the Acquired Corporations has waived any of its respective material rights under any Material Contract. A-16No Person is actively renegotiating, or has a contractual right pursuant to the terms of any Acquired Corporation Contract to renegotiate, any amount paid or payable to the respective Acquired Corporation under any Material Contract or any other material term or provision of any Material Contract. The Contracts identified in Part 2.12 of the Disclosure Schedule collectively constitute all of the Contracts necessary to enable each of the Acquired Corporations to conduct its business in the manner in which its business is currently being conducted. Part 2.12(f) of the Disclosure Schedule identifies and provides a brief description of each proposed Contract as to which any bid, offer, award, written proposal, term sheet or similar document, in each case that would contain binding obligations of any Acquired Corporation if accepted by the recipient, has been submitted by the Company since January 1, 2003.

Contracts. (a) Schedule 4.11 annexed hereto sets forth an accurate, correct and complete list Section 5.16 of the following ContractsParent Disclosure Schedule lists, in effect at any time from October 1, 1994 through as of the date hereof, all Contracts to which the Company Parent or any of its Subsidiaries Parent Subsidiary is or was a party, by party which fall within any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiaryfollowing categories: (a) Contracts that (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital involved aggregate expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries receipts in excess of $100,000 1,000,000 in any the aggregate in fiscal year; year 2002 or (iiiii) Any Contract evidencing any indebtedness for borrowed money are expected to involve aggregate expenditures or receipts in excess of $50,000 1,000,000 in the aggregate in fiscal year 2003; (b) joint venture, partnership and like Contracts; (c) Contracts containing covenants purporting to limit (or obligation that would limit after the Effective Time) the freedom of Parent or any Parent Subsidiary or Affiliate to compete in any line of business or with any Person in any geographic area; (d) Contracts which contain minimum purchase conditions of greater than $1,000,000 in the aggregate in any twelve month period, all or part of which minimum purchase condition remains unsatisfied at May 31, 2003; (e) Contracts relating to any outstanding non-cancelable commitment for the deferred purchase price capital expenditures of Assets Parent or any Parent Subsidiary in excess of $100,000 (excluding normal trade payables) or guaranteeing 1,000,000 in the aggregate in any indebtedness, obligation or liability in excess of $100,000twelve month period; (ivf) Any material Contract wherein the Company indentures, mortgages, promissory notes, loan agreements, guarantees, letters of credit or other agreements or instruments of Parent or any Parent Subsidiary with commitments for the borrowing or the lending of its Subsidiaries amounts, by Parent or any Parent Subsidiary; (g) any Contract, note or bond under which Parent or any Parent Subsidiary has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than Parent or one of the wholly-owned Parent Subsidiaries); (h) any Contract creating or granting any Lien upon any of the properties or assets of Parent or any Parent Subsidiary; (i) any currently effective Contract, or any expired or terminated Contract which has agreed surviving provisions, providing for indemnification of any Person with respect to a liabilities relating to any current or former business of Parent, any Parent Subsidiary or any predecessor Person, other than (1) indemnification agreements between Parent or any Parent Subsidiary and any of their respective officers and directors that are otherwise set forth in Section 5.13 of the Parent Disclosure Schedule, (2) any confidentiality or non-competition provision; disclosure agreements or (v3) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise such indemnification agreements entered into in the ordinary course of business; (viij) Any power of attorneyany lease, proxy sublease or similar instrument granted Contract with any Person (other than Parent or a Parent Subsidiary) under which Parent or a Parent Subsidiary is a lessor or sublessor of, or makes available for use to any person (other than Parent or a Parent Subsidiary), (A) any Leased Real Property or (B) any portion of any premises otherwise occupied by Parent or a Parent Subsidiary; (k) any Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) which is material to Parent and the Parent Subsidiaries, taken as a whole; (l) any Contract (other than any Permit) with any governmental authority or with any labor union; or (m) any other Contract not in the ordinary course of 50 business consistent with past practice that is material to Parent and the Parent Subsidiaries, taken as whole. Complete and correct copies of all Contracts referred to in this Section 5.16 of the Parent Disclosure Schedule have been made available to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' noticeRepresentatives and W by Parent. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company All Contracts referred to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on 5.16 of the Parent Disclosure Schedule 4.11 to which the Company or any of its Subsidiaries is or was a partyare valid, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is binding and in full force and effect, except as is not reasonably likelyeffect and are enforceable by Parent in accordance with their terms. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each , none of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such ContractParent, except for such noncompliance which is not reasonably likely, individually or in the aggregateany Parent Subsidiary nor, to have a Material Adverse Effect. To the knowledge of the Company without due inquiryParent, each any other party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part thereto, is or is alleged to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually in violation of or in the aggregatedefault in respect of, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or nor has there occurred any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened which (with or presently exists which constitutes a default or, after without notice or lapse of time or both, ) would constitute a violation of or default under under, any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any Section 5.16 of the Contracts. A-16Parent Disclosure Schedule, none of the counterparties to any such Contracts has given notice of termination of, or is seeking to amend, any such Contract.

Contracts. (a) Schedule 4.11 annexed hereto sets forth an accurate, correct and complete list of the following Contracts, in effect at any time from October 1, 1994 through Prior to the date hereof, the Company has made available to the Purchaser true and correct copies of, and SCHEDULE 4.01(P) sets forth a complete and accurate list of all of the following contracts or commitments which the Company or any of its Subsidiaries subsidiaries is a party or was a partyis bound (collectively, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: "CONTRACTS"): (i) Any material Contracts any lease (whether as lessor or lessee) of any interest in any real property and any pending and binding agreement to purchase or sell any real property; (ii) any lease of any personal property with aggregate annual rental payments in excess of $175,000; (iii) any agreement to purchase or sell a capital asset or an interest in any business entity for a price in excess of $175,000 or a right of first refusal with respect thereto; (iv) any agreement relating to Real Property the borrowing or lending of money other than advances to employees to cover business expenses in the ordinary course of business; (which restrains v) any joint venture contract, partnership contract or similar contract evidencing an ownership interest or a participation in or sharing of profits; (vi) any guaranty, contribution agreement or other agreement that includes any material indemnification or contribution obligation; (vii) any agreement (including any noncompetition agreement) limiting the ability of the Company or any of its Subsidiaries subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether engage in any line of business or not material), Termination Agreements (whether in business with any person or not material), Benefit Plans (whether restricting the geographical area in which the Company or not material), and labor mattersany of its subsidiaries may engage in any business; (iiviii) Any Contract for capital expenditures any employment, consulting, management, severance or services indemnification contract or agreement with annual obligations in excess of $175,000; (ix) material contracts which are terminable or contracts with annual obligations in excess of $175,000 under which payments by the Company or any of its Subsidiaries subsidiaries may be accelerated upon a change in control of the Company or any of its subsidiaries; and (x) any other agreement which involves consideration payable the payment of an aggregate annual amount in excess of $175,000 (other than fee for service contracts entered into in the ordinary course of business consistent with past practice) or which is material to the Company and its subsidiaries taken as a whole. Except as disclosed in SCHEDULE 4.01(P)(XI), no event has occurred that would, with the passage of time or compliance with any applicable notice requirements or both, constitute a default by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtednesssubsidiaries or, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closingknowledge, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any other party under any of its Subsidiaries from the date hereof through Contracts except where the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likelydefault would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of material adverse effect on the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse EffectCompany. Except as set forth disclosed in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed heretoSCHEDULE 4.01(P)(XII), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed heretothe Company's knowledge, the Merger will not be considered an assignment of no party to any of the Contracts intends to cancel or terminate any of such Contracts. A-16All of the Contracts are valid and binding obligations of the parties thereto, are in full force and effect, and are enforceable against the parties thereto in accordance with their terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Contracts. (a) Schedule 4.11 annexed hereto sets forth an accurateAll contracts, correct agreements, leases, licenses and complete list of the following Contracts------------ --------- other commitments are valid and in full force and effect, and all parties thereto have in effect at all material respects performed all obligations required to be performed by them to date and are not in default in any time from October 1, 1994 through the date hereof, material respect. Miners is not a party to which the Company or any of its Subsidiaries is or was a party, by which any of them are bound or pursuant subject to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts any employment, consulting or severance contract or arrangement with respect to Real Property (which restrains the ability of the Company any past or any of its Subsidiaries to use such Real Property)present officer, Intangible and Other Propertydirector or employee, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; except for "at will" arrangements (ii) Any Contract any plan, arrangement or contract providing for capital expenditures bonuses, options, deferred compensation, profit sharing or services by the Company similar arrangements for or with any past or present officers, directors or employees of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal yearMiners; (iii) Any Contract any collective bargaining agreement with any labor union relating to employees of Miners; (iv) any agreement which by its terms limits the payment of dividends by Miners; (v) any instrument evidencing any or related to indebtedness for borrowed money in excess of $50,000 20,000, whether directly or obligation indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Miners is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, bankers acceptances and "treasury tax and loan" accounts established in the Ordinary Course of Business and transactions in federal funds or which contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to MP Corp. or any MP Corp. subsidiary; (vi) any contract (other than this Agreement) limiting the freedom of Miners to engage in any type of banking or banking-related business permissible under law; or (vii) any contract, plan or arrangement which provides for payments or benefits in certain circumstances which, together with other payments or benefits payable to any participant therein or party thereto, might render any portion of any such payments or benefits subject to disallowance of deduction therefor as a result of the deferred purchase price application of Assets Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"). No party to any material contract, plan, arrangement or instrument that requires annual payments in excess of $100,000 (excluding normal trade payables) 10,000 will have the right to terminate any or guaranteeing all of the provisions of any indebtednesssuch contract, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint ventureplan, partnership, cooperative arrangement or any other material Contract involving instrument as a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business result of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered transactions contemplated by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete listthis Agreement, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company employees of Miners possess the right to terminate their employment as a result of the execution of this Agreement. No plan, employment agreement, termination agreement, or any similar agreement or arrangement to which Miners is a party or under which Miners may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder. No such agreement, plan or arrangement provides for acceleration in the vesting of its Subsidiaries has received any notice benefits or payments due thereunder upon the occurrence of a default change in ownership or control of Miners absent the occurrence of a subsequent event; provides for benefits which may cause the disallowance of a federal income tax deduction under any such Contract and no event Section 280G of the Code; or condition has happened or presently exists which constitutes requires Miners to provide a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or benefit in the aggregate (together with form of Miners Common Stock or determined by reference to the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment value of any of the Contracts. A-16Miners Common Stock.

Contracts. (a) Part 2.10(a) of the Disclosure Schedule 4.11 annexed hereto sets forth an accurateidentifies each Company Contract that constitutes a "Material Contract." For purposes of this Agreement, correct and complete list each of the following ContractsCompany Contracts shall be deemed to constitute a "Material Contract": (1) a Company Contract that as of the Effective Time or thereafter obligates one or more of the Companies, or under which one or more of the Companies has rights, in effect at any time from October 1, 1994 through the date hereof, to which the Company an amount or any of its Subsidiaries is or was a party, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries value in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $DM 100,000; (iv2) Any material a Company Contract wherein that as of the Effective Time has a remaining term of three years or more that may not be terminated without penalty by whichever of the Companies is a party to the Contract within three months after the delivery of a termination notice by such Company; (3) a Company Contract that both (A) is necessary to enable the Companies that are parties to the Contract or that are directly benefited by the Contract to conduct their respective businesses in the manner in which they are currently being conducted and in the manner in which they are proposed to be conducted and (B) could not be replaced promptly on substantially the same terms without unreasonable effort or expense; (4) any Contract identified or referred to in Parts 2.9(a), (b), (c), (d) and (f) of the Disclosure Schedule; (5) any Contract imposing as of the Effective Time or thereafter any restriction on the right or ability of any of the Companies (A) to compete with any other Person, (B) to acquire any product or other asset or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or services from any other material Contract involving a sharing of profits; (vi) Any material Contract Person, to sell any product or other asset to or perform any services for any other Person or to transact business or deal in any other manner with any Governmental Authority other than for sale of merchandise in Person or (C) to develop or distribute any technology; and (6) any Company Contract entered into outside the ordinary course of business; (vii) Any power of attorney, proxy business or similar instrument granted inconsistent with the Company's past practices not completely fulfilled by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business all parties thereto as of the Effective Date. (b) The Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct has delivered to Parent accurate and complete copies of each such written Contract and written summaries all Material Contracts, including all amendments thereto. To the best of each such oral Contract have been delivered by the Knowledge of the Company to and the Parent or made available to Principal Shareholders, except as disclosed in Part 2.10(b) of the Parent at the Company's offices. Prior to the ClosingDisclosure Schedule, the Company will provide to the Parent an accurate, correct each Material Contract is valid and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as and is not reasonably likelyenforceable by the Companies that are parties thereto in accordance with its terms, individually or in subject to (1) laws of general application relating to bankruptcy, insolvency and the aggregaterelief of debtors and (2) rules of law governing specific performance, to have a Material Adverse Effectinjunctive relief and other equitable remedies. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. (c) Except as set forth in Schedule 4.11 annexed heretoPart 2.10(c) of the Disclosure Schedule: (1) to the best of the Knowledge of the Company and the Principal Shareholders, none of the Company or Companies has committed any of its Subsidiaries has received any notice of a default Breach under any such Material Contract and no event or condition other Person has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default committed any Breach under any such Material Contract, except in either case for such notices and defaults which are not reasonably likely, Breaches that individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to would not have a Material Adverse Effect. Except as set forth Effect on the Company; (2) to the best of the Knowledge of the Company and the Principal Shareholders, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, (A) result in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment a Breach of any of the Contractsprovisions of any Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any Material Contract, (C) give any Person the right to accelerate the maturity or performance of any Material Contract or (D) give any Person the right to cancel, terminate or materially modify any Material Contract, except with respect to Material Contracts referred to in clauses (A) through (C) where such Breach, default, exercise of a remedy or acceleration would not have a Material Adverse Effect on the Company; (3) since December 31, 1995, none of the Companies has received any notice or other communication regarding (A) any actual or possible violation or Breach of, or default under, any Material Contract or (B) any actual or possible termination of any Material Contract; and (4) none of the Companies has waived any of its material rights under any Material Contract. A-16(d) No Person is renegotiating, or has the right to renegotiate, any amount paid or payable to any of the Companies under any Company Contract or any other term or provision of any Company Contract. 2.11

Contracts. Seller has made available to Buyer a copy or description of any outstanding written or oral (a) Schedule 4.11 annexed hereto sets forth contract or arrangement for the employment or retention as a consultant of any person by Seller relating to the Business which is not terminable by Seller without cost to Seller or otherwise represents an accurateemployment relationship which is not "at will" and which provides for cash compensation equal to or greater than $100,000 per annum, correct (b) collective bargaining agreement relating to the Business and complete list of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, to which the Company or any of its Subsidiaries Seller is or was a party, by which (c) mortgage, indenture, note or installment obligation or other instrument or contract relating to the Business and relating to any borrowing of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries amount in excess of $100,000 in by Seller, (d) guaranty of any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 by Seller and relating to the Business (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; recourse guaranties and any endorsement made in the ordinary course of business for collection), (ve) Any material joint venturelease of real or personal property relating to the Business under which Seller is lessor, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise except equipment leases entered into in the ordinary course of business, none of which equipment leases requires annual payments in excess of $10,000 per year, (f) lease of real property relating to the Business under which Seller is lessee involving annual rentals in excess of $50,000, (g) lease of personal property relating to the Business under which Seller is lessee and under which Seller is obligated to make annual aggregate payments of more than $50,000, (h) agreement for the purchase by Seller of equipment relating to the Business other than agreements that do not, in the aggregate, involve the obligation of the Seller to pay more than $50,000, (i) open sales contract providing for future xxxxxxxx in excess of $50,000; (viij) Any power agreement materially limiting the freedom of attorneySeller to compete in the Business, proxy with any person or similar instrument granted by other entity or to in any geographical area, (k) material agreements with any non-employee sales representative or distributor, (l) material agreements regarding the Company or payment of any of its Subsidiariescommissions; and (viiim) Any agreement establishing any partnership, joint venture or other Contract related to the business similar relationship. A list or description of each of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is items described in this Section 4.11(a). the previous sentence (bthe "Material Contracts") Each Contract listed or referred to is set forth on Schedule 4.11 to which 3.13. Except as disclosed in Schedule 3.13, all of the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is Material Contracts are in full force and effecteffect and, except as is to each Material Contract, there does not reasonably likelyexist thereunder any material default on the part of Seller, individually and there does not exist any event, occurrence or in condition, including the aggregateconsummation of the transactions contemplated hereunder, to which (after notice, passage of time, or both) would constitute a material default thereunder on the part of Seller, which default has had or would have a Material Adverse Effect. Each of Effect on the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16Business.

Contracts. Section 5.9 of the Seller Disclosure Schedule contains an accurate and complete list of all Contracts to which Seller is a party or by which it is bound that are primarily used in or are necessary to the operation of the Business or the Assets, including, without limitation, but in each case, only those Contracts that are primarily used in or necessary to the operation of the Business of the Assets, (ai) all Contracts relating to borrowed money or pledging or placing a Lien on an Asset; (ii) all personal property leases and lease purchase agreements; (iii) all management agreements, severance agreements, executive compensation plans, bonus agreements or plans, deferred compensation agreements, pension plans, retirement plans, employee stock option, employee stock purchase plans or other agreements for the employment of any officer, individual employee or other Person or entity on a full time, part time or consulting basis; (iv) all Contracts under which the Seller has advanced or loaned any other Person or entity any amounts; (v) all Contracts under which the Seller is lessee; (vi) all agency, distributor, sales representative, franchise or similar agreements to which the Seller is a party; (vii) all warranty agreements with respect to the Seller’s services rendered or its products sold, leased or licensed; (viii) all Contracts that provide any customer with pricing, discounts or benefits that change based on the pricing, discounts or benefits offered to other customers of the Business, including, without limitation, contracts containing “most favored nation” provisions; (ix) all Contracts that contain performance guarantees; (x) all Contracts documenting the settlement of any action or threatened action; (xi) all Contracts appointing any agent to act on the Seller’s behalf and all powers of attorney; and (xii) all Contracts that restrict the Seller from freely engaging the operation of the Business of the Assets anywhere in the world. Each Assigned Contract is a valid and binding agreement of the Seller and, to Seller’s knowledge, the other parties thereto, and shall continue to be so enforceable and in full force and effect on identical terms immediately following the Closing. The Seller has fulfilled all obligations required pursuant to the Assigned Contracts to have been performed by the Seller prior to the date hereof and as of the Closing Date, will have fulfilled its obligations required to have been performed prior to the Closing. The Seller is not in material breach of or in default under any Assigned Contract, and no event has occurred that with the passage of time or giving of notice or both would constitute a breach or default, which breach or default would result in a loss of a material right, result in the payment of any damages or penalties or result in the creation of an Encumbrance thereunder or pursuant thereto. The Seller has not received written notice from any Person party to any Contract regarding the termination, cancellation or material change to the terms of, any Contract. Buyer has been supplied with, or has been given access to, a true and correct copy of all Contracts, together with all material amendments, waivers or other changes thereto. Section 5.9 of the Seller Disclosure Schedule 4.11 annexed hereto sets forth an accurate, a correct and complete list of all consents and approvals of third parties that are required in connection with the following Contracts, in effect at any time from October 1, 1994 through consummation by the date hereof, to which the Company or any of its Subsidiaries is or was a party, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability Seller of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services transactions contemplated by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16Agreement.

Contracts. SECTION 5.22 OF THE COMPANY DISCLOSURE SCHEDULE lists, under the relevant heading, all oral or written contracts, agreements, arrangements, guarantees, licenses, leases and executory commitments (each, a "CONTRACT") other than Contracts previously filed as an exhibit to any Company SEC Reports filed prior to the date of this Agreement, that exist as of the date of this Agreement to which the Company or any Company Subsidiary is a party or by which the Company or such Company Subsidiary is bound and which fall within any of the following categories: (a) Schedule 4.11 annexed hereto sets forth an accurate, correct and complete list material Contracts not entered into in the ordinary course of the following Company's and the Company Subsidiaries' businesses; (b) material joint venture and partnership agreements; (c) Contracts which contain requirements for payments by the Company or a Company Subsidiary in excess of $250,000; (d) Contracts relating to any outstanding commitment for capital expenditures in excess of $250,000; (e) indentures, mortgages, hypothecs, promissory notes, loan agreements or guarantees of borrowed money, letters of credit or other agreements or instruments of the Company or the Company Subsidiaries or commitments for the borrowing or the lending by the Company or any Company Subsidiary of amounts in excess of $250,000 in the aggregate or providing for the creation of any Lien upon any of the assets or properties of the Company or any Company Subsidiary with an aggregate value in excess of $250,000; (f) Contracts providing for "earn-outs" or other contingent payments by the Company or any Company Subsidiary involving more than $250,000 per contract over the terms of all such Contracts; (g) Contracts associated with off balance sheet financing by the Company or a Company Subsidiary in excess of $250,000 in the aggregate, including but not limited to arrangements for the sale by the Company or a Company Subsidiary of receivables; (h) supply or distribution Contracts requiring a payment or a commitment by the Company or any Company Subsidiary to make a payment in effect at excess of $250,000; (i) supply Contracts providing for payments by the Company or any time from October 1Company Subsidiary; (j) Contracts with customers of the Company or any Company Subsidiary involving payments being made by or to the Company or any Company Subsidiary in excess of $250,000 in the aggregate; (k) stock purchase agreements, 1994 through asset purchase agreements or other acquisition or divestiture agreements where the date hereofconsideration in any individual transaction exceeds $250,000; and (l) master service and master Contracts with customers and each other agreement which is material to the Company or any Company Subsidiary, irrespective of amount. All Contracts to which the Company or any of its the Company Subsidiaries is a party or was a party, by which any of them it or such subsidiary is bound are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability valid and binding obligations of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregateSubsidiary and, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed heretoCompany, the Merger will not be considered an assignment valid and binding obligation of any of the Contracts. A-16each other party thereto except

Contracts. (a) Section 3.13(a) of the Company Disclosure Schedule 4.11 annexed hereto sets forth an accurate, correct a true and complete list of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, to which each Contract of the Company or any of its Subsidiaries Company Subsidiary, that is or was a party, by which included within any of them are bound the following categories: (i) any Contract that materially limits the freedom of the Company, any Company Subsidiary or any of the Company’s current or future affiliates to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area, or 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 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 penalty, (vii) any lease, sublease or other Contract with respect to the Leased Real Property (“Lease Agreement”) involving payments by the Company or the Company Subsidiaries in excess of $2,000,000 in 2010 or any year thereafter, (viii) any Contract pursuant to which the Company or any Company Subsidiary has granted most favored nation pricing to any third party and which obligations will be effective after the date of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor mattersthis Agreement; (iiix) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal yearjoint development Contract; (iiix) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtednessall Contracts, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorneylicenses to Commercially Available Software, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any Company Subsidiary obtains the right or license to embed the Intellectual Property or Software of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of any third party into the Company and its Subsidiaries has complied with all commitments and obligations on its part Products or otherwise sells the Intellectual Property or Software of any third party pursuant to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none Contracts of the Company or any Company Subsidiary and the end-customer under the Company’s or a Company Subsidiary’s name; (xi) any Contract relating to the settlement of its Subsidiaries has received any notice civil, administrative or judicial proceedings that contains ongoing obligations of the Company or any Company Subsidiary; or (xii) 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 default under any such “Company Material Contract.” True and complete copies of each Company Material Contract and no event have been provided by the Company to Parent, or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together publicly filed with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16SEC.

Contracts. (a) Section 4.14 of the Company Disclosure Schedule 4.11 annexed hereto sets forth an accurate, correct a complete and complete accurate list of all agreements material to Chief Midstream Holdings’ or any Subsidiary’s business or their ownership or operation of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, Midstream Assets to which the Company Chief Midstream Holdings or any of its Subsidiaries Subsidiary is a party or was a party, bound or by which any of them their properties or assets are bound or pursuant subject, as of the date of this Agreement (and true and correct copies have been provided to which Buyer), including (with each of the Company or any of its Subsidiaries is or was an obligor or a beneficiary: following listed agreements being considered material): (i) Any material Contracts with respect any contract covering compensation and employment or service of any officer, employee or consultant or relating to Real Property (which restrains the ability of the Company any loan from Chief Midstream Holdings or any of its Subsidiaries Subsidiary to use such Real Property)an officer, Intangible and Other Property, all Affiliate Contracts (whether director or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor mattersAffiliate; (ii) Any Contract for capital expenditures any indenture, mortgage, loan, credit or services by the Company similar contract under which Chief Midstream Holdings or any Subsidiary has borrowed any money or issued any note, bond, indenture or other evidence of its Subsidiaries which involves consideration payable indebtedness for borrowed money, sold and leased back assets or guaranteed indebtedness for others (including Hedge or other similar contracts); (iii) any guarantee by the Company Chief Midstream Holdings or any Subsidiary of its Subsidiaries any obligation of another or any Hedge; (iv) any agreement under which Chief Midstream Holdings or any Subsidiary has granted any individual or entity any registration rights (including demand and piggyback registration rights); (v) any agreement respecting any partnership, joint venture, or, with respect to the Interests or any equity interests in any Subsidiary, any option, put or call, or right of first refusal; (vi) any agreement involving payments by or to Chief Midstream Holdings or a Subsidiary in excess of $100,000 250,000 in any fiscal year12 month period; (iiivii) Any Contract evidencing any indebtedness for borrowed money in excess the Governing Documents of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000Chief Midstream Holdings and each Subsidiary; (ivviii) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provisionagreements or other agreements or obligations which purport to limit in any respect the manner in which, or the localities in which, the business of Chief Midstream Holdings or any Subsidiary is conducted; (vix) Any material joint ventureany contract with a Seller or any Affiliate of a Seller which will survive the Closing; (x) any plan, partnershipcontract or arrangement providing for bonuses, cooperative arrangement pensions, deferred compensation, retirement plan payments, profit sharing, incentive pay or any other material Contract involving a sharing of profitsemployee right or benefit; (vixi) Any material Contract with the Gas Contracts; and (xii) any Governmental Authority other than for sale agreement of merchandise in indemnification, surety or guarantee outside the ordinary course of business; business (vii) Any power of attorney, proxy or similar instrument granted by or to collectively the “Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(aContracts”). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16.

Contracts. (a) Schedule 4.11 annexed hereto sets forth an accurate, correct and complete list of 4.14(a) lists the following Contractscontracts, in effect at any time from October 1agreements, 1994 through the date hereof, or arrangements (whether written or oral) to which the Company or one of its Subsidiaries is a party or which relate to the Business: (i) any agreement (or group of related agreements) for the lease of real or personal property to or from any Person; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than three (3) months, result in a loss, or involve consideration in excess of $50,000; (iii) any agreement binding on the Company, any of its Subsidiaries, or any of their respective employees, officers or directors concerning confidentiality or nondisclosure; (iv) any agreement which prohibits or restricts the Company or any of its Subsidiaries is or was a party, by which any of them are bound or pursuant to which from freely engaging in business (including the Company or any of its Subsidiaries is or was an obligor or a beneficiary: (iBusiness) Any material Contracts with respect to Real Property (which restrains anywhere in the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provisionworld; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or collective bargaining agreement applicable to the Company or any of its Subsidiaries; and (viiivi) Any any agreement for the employment of any individual on a full-time, part-time, consulting, or other Contract related basis providing annual compensation (whether in base salary, commission or bonus) in excess of $50,000 or providing severance benefits; (vii) any contract relating to the business Indebtedness, if any, of the Company or any of its Subsidiaries, as currently conducted, ; (viii) any guaranty or undertaking to be liable for the Indebtedness of others; (ix) any agreement under which provides for the consequences of a period of performance which extends beyond twelve (12) months from the date hereof default or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by termination could result in a cost or Liability to the Company or its Subsidiaries in excess of $50,000; (x) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $50,000 per annum for the Company or any of its Subsidiaries; (xi) any agreement relating to ownership of or investments in any Person (including investments in joint ventures and minority equity investments); (xii) all agreements relating to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, licensing of all written Contracts and written summaries of each oral Contract entered into Intellectual Property by the Company or any of its Subsidiaries from the date hereof through the Closing Date of to a type that is described in this Section 4.11(a). (b) Each Contract listed third party or referred by a third party to on Schedule 4.11 to which the Company or any of its Subsidiaries is and all other agreements affecting the Company’s or was a party, by which any of them is bound its Subsidiaries ability to use or pursuant disclose any Intellectual Property; (xiii) all software maintenance and support contracts; and (xiv) all other agreements which are material to which the Company or any of its Subsidiaries is Subsidiaries, or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or which are required for the continued operation of the Business in the aggregate, to have a Material Adverse Effect. Each Ordinary Course of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16Business.

Contracts. Ventures has made available to Purchaser a copy or description of any outstanding written or oral (a) Schedule 4.11 annexed hereto sets forth an accurate, correct and complete list contract or arrangement for the employment of any person by any of the following ContractsWired Companies providing for cash compensation equal to or greater than $100,000 per annum, in effect at any time from October 1, 1994 through the date hereof, (b) collective bargaining agreement to which the Company or any of its Subsidiaries the Wired Companies is or was a party, by which (c) mortgage, indenture, credit facility, note or installment obligation or other instrument or contract for or relating to any borrowing of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money amount in excess of $50,000 or by any of the Wired Companies (other than intercompany borrowings between the Wired Companies), (d) guaranty of any loan obligation for the deferred purchase price of Assets in excess of $100,000 50,000 by any of the Wired Companies (excluding normal trade payablesany endorsement made in the ordinary course of business for collection), (e) agreement between any of the Wired Companies and any holder of 5% or guaranteeing any indebtedness, obligation or liability in excess more of $100,000; (iv) Any material Contract wherein the Company outstanding Ventures Capital Stock or any officer or director of its Subsidiaries has agreed to a non-competition provision; any Wired Company, (vf) Any material joint venturelease or real or personal property under which any of the Wired Companies is lessor, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise except equipment leases entered into in the ordinary course of business; , (viig) Any power lease of attorneyreal property under which any of the Wired Companies is lessee involving annual rentals in excess of $50,000, proxy (h) lease of personal property under which any of the Wired Companies is lessee and under which any such entity is obligated to make annual aggregate payments of more than $50,000, (i) agreement for the purchase by any of the Wired Companies of equipment involving outstanding commitments in excess of $50,000, (j) agreement materially limiting the freedom of any of the Wired Companies to compete in any line of business, with any person or similar instrument granted other entity or in any geographical area, (k) other agreement, contract or obligation of any of the Wired Companies calling for or involving the payment by or to the any Wired Company, potential payment by or to any Wired Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiariesaccrued obligation by such company, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from form the date hereof through the Closing Date earliest date such agreement, contract or obligation can be terminated unilaterally without material penalty by such company, of a type that is an amount in excess of $100,000, (1) any contract, arrangement or understanding not otherwise identified on the Disclosure Schedule and relating to the acquisition, issuance or transfer of any securities, (m) any material contract, arrangement or understanding having more than one year remaining on its term and relating to the acquisition, transfer, distribution, use, development, sharing or license of any Intellectual Property Rights, and (n) any outstanding offer, commitment or obligation to enter into any contract or arrangement of the nature described in subsections (a) through (m) of this Section 4.11(a)subsection 2.15. A list or description of each of the items described in the previous sentence (b"Material Contracts") Each Contract listed or referred to is set forth on Schedule 4.11 to which 2.15. Except as disclosed in Schedule 2.15, all of the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is Material Contracts are in full force and effecteffect and, except as is not reasonably likely, individually or in the aggregate, to have a each Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is there does not reasonably likely, individually or in exist thereunder any material breach on the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16Wired Companies, nor (to the best knowledge of the Wired Companies) is any other party in material breach of any Material Contract, and there does not exist any event, occurrence or condition, including the consummation of the transactions contemplated hereunder, which (after notice, passage of time, or both) would constitute a material breach thereunder on the part of any of the Wired Companies.

Contracts. (a) Schedule 4.11 annexed hereto 3.12 sets forth an accurate, correct a complete and complete accurate list of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, contracts and commitments to which the Company GAC is a party or any of its Subsidiaries is or was a party, by which any of them its properties are bound bound, all of which have been provided to MOT: (a) collective bargaining agreements and contracts with any labor union; (b) employment or pursuant to which the Company consulting agreements or any of its Subsidiaries is agreements providing for severance, termination or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matterssimilar payments; (iic) Any Contract for capital expenditures leases, whether as lessor or services by the Company lessee, involving real or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries personal property with annual rental payments in excess of $100,000 in any fiscal year10,000; (iiid) Any Contract evidencing any loan agreements, mortgages, indentures, instruments or other evidence of indebtedness or commitments in each case involving indebtedness (or available credit) for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000money lent to others; (ive) Any material Contract wherein the Company guaranty or any of its Subsidiaries has agreed to a non-competition provisionsuretyship, performance bond, indemnification or contribution agreements; (vf) Any material written contracts with customers or suppliers that require aggregate payments to or from GAC of more than $10,000 in any one-year period, other than contracts issued in the ordinary and usual course of business or terminable with thirty (30) days or less notice without premium or penalty; (g) joint venture, partnership, cooperative arrangement or any other material Contract involving agreements evidencing an ownership interest or a participation in or sharing of profits; (vih) Any material Contract agreements, contracts or commitments limiting the freedom of GAC to engage in any line of business or compete with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorneycorporation, proxy partnership, joint venture, company or similar instrument granted by or to the Company or any of its Subsidiariesindividual; and (viiii) Any other Contract related to the business contracts that are terminable, or under which payments by GAC may be accelerated, upon a change in control of the Company GAC. GAC has furnished or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct made available accurate and complete copies of the foregoing contracts and agreements to MOT. As to each contract and commitment referred to above (i) there exists no breach or default, and no event has occurred which with the giving of notice or the passage of time or both would constitute such written Contract and written summaries a breach, default or permit termination, notification or acceleration, on the part of each such oral Contract have been delivered by the Company GAC or, to the Parent knowledge of GAC, on the part of any third party which, with or made available to without the Parent at giving of notice, lapse of time or the Company's offices. Prior to the Closinghappening of any other event or condition, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to would have a Material Adverse Effect. Each Effect and (ii) as of the Company and its Subsidiaries has complied with all commitments and obligations on its part to Effective Time, no third party consent, approval or authorization shall be performed or observed under each such Contract, except required for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge consummation of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16transactions contemplated by this Agreement.

Contracts. (a) Schedule 4.11 annexed hereto sets forth an accurate4.17(a) contains a complete, current and correct and complete list of all of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, types of Contracts to which the a Lighthouse Company or any of its Subsidiaries is or was a party, by which any of them its properties or assets are bound bound, or pursuant to under which the a Lighthouse Company or any of its Subsidiaries is or was an obligor or a beneficiaryotherwise has material obligations, with each such responsive Contract identified by each corresponding category (i) – (xii) below: (i) Any material Contracts any Contract with respect to Real Property (which restrains the ability of the Company any Top Customer or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor mattersTop Supplier; (ii) Any any Contract for capital or group of related Contracts which involve expenditures or services receipts by the a Lighthouse Company that require payments or yield receipts of more than $50,000 in any of its Subsidiaries which involves consideration payable by the Company twelve (12) month period or any of its Subsidiaries in excess of more than $100,000 in any fiscal yearthe aggregate; (iii) Any any Contract evidencing with any indebtedness of its officers, directors, employees, consultants or Affiliates (other than at-will employment arrangements with employees entered into the Ordinary Course of Business), including all non-competition, severance, and indemnification agreements; (iv) any agreement presently in effect for borrowed money the license of any Intellectual Property involving the payment by or to a Lighthouse Company in excess of $50,000 per year; (v) any power of attorney; (vi) any partnership, joint venture, profit-sharing or obligation for similar agreement entered into with any Person; (vii) all Contracts relating to any merger, consolidation or other business combination with any other Person or the deferred purchase price acquisition or disposition of Assets any other entity or its business, equity securities or material assets or the sale of a Lighthouse Company, its business, equity securities or material assets outside of the Ordinary Course of Business; (viii) any loan agreement, agreement of indebtedness, credit, note, security agreement, guarantee, mortgage, indenture or other document relating to Indebtedness, borrowing of money or extension of credit by or to a Lighthouse Company in excess of $100,000 50,000; (excluding normal trade payablesix) any material settlement agreement entered into within three (3) years prior to the date of this Agreement or guaranteeing under which a Lighthouse Company has outstanding obligations (other than customary obligations of confidentiality); (x) any indebtednessContract granting, obligation licensing, sublicensing or liability otherwise transferring any Intellectual Property of a Lighthouse Company other than licenses of a Lighthouse Company’s Intellectual Property included in such Lighthouse Company’s form customer agreements entered into in the Ordinary Course of Business; (xi) any agreement entered into outside the Ordinary Course of Business and presently in effect, involving payment to or obligations of in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture50,000, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is otherwise described in this Section 4.11(a4.17(a); and (xii) any other Contract that is material to a Lighthouse Company and outside of the Ordinary Course of Business. (b) Each Contract All oral Contracts that are responsible to the categories listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or above are identified in the aggregate, to have a Material Adverse EffectDisclosure Schedules. Each True and correct copies of all the Company and its Subsidiaries has complied with all commitments and obligations on its part Contracts required to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth listed in Schedule 4.11 annexed hereto4.17(a) (including any amendments, none of the Company modifications or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), supplements thereto) have been provided to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16Buyer.

Contracts. (a) Schedule 4.11 annexed hereto sets The Company Disclosure Letter and the Company's Annual Report on Form 10-K for the year ended December 31, 2001 and the exhibits contained or incorporated by reference therein together set forth an accurate, correct a complete and complete accurate list of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, all material agreements to which the Company or any of its Subsidiaries is or was a party, by which any as of them are bound or pursuant to which the Company or any date of its Subsidiaries is or was an obligor or a beneficiarythis Agreement and the Closing Date, including: (i) Any material Contracts with respect any contract covering compensation and employment or service of any officer, employee or consultant or relating to Real Property (which restrains the ability of any loan from the Company to an officer, director or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor mattersAffiliate; (ii) Any Contract for capital expenditures any indenture, mortgage, loan, credit or services by similar contract under which the Company has borrowed any money or issued any note, bond, indenture or other evidence of its Subsidiaries which involves consideration payable by indebtedness for borrowed money, sold and leased back assets or guaranteed indebtedness for others (including hedge, swap, exchange or similar contracts entered into in the ordinary course of business), whether or not reflected in the Company or any of its Subsidiaries in excess of $100,000 in any fiscal yearSEC Documents; (iii) Any Contract evidencing any indebtedness guarantee by the Company of any obligation of another or any Hedge; (iv) any agreement under which it has granted any individual or entity any registration rights (including demand and piggyback registration rights); (v) any agreement between the Company and its stockholders or among its stockholders (of which the Company has Knowledge) concerning corporate governance or related matters; (vi) any agreement respecting any partnership, joint venture or right of first refusal; (vii) any agreement requiring capital expenditures, other than those on the capital expenditure budget for borrowed money 2002 in excess of $50,000 or obligation for the deferred purchase price of Assets form included in excess of $100,000 the Company Disclosure Letter (excluding normal trade payablesthe "2002 CAPITAL EXPENDITURE BUDGET") or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (ivviii) Any material Contract wherein any contract (A) by which the Company or any the Company Subsidiary is obligated to make future payments in excess of its Subsidiaries has agreed to $50,000 or sell assets with a non-competition provision; book value in excess of $50,000 in the aggregate, and (vB) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise which is not entered into in the ordinary course of businessthe conduct of its business consistent with past practices; (viiix) Any power of attorney, proxy or similar instrument granted by or to the Company any non-competition agreements or any other agreements or obligations which purport to limit in any material respect the manner in which, or the localities in which, all or any substantial portion of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or is conducted; (x) any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is contract not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent terminable at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or without penalty with any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none stockholder of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment affiliate of any stockholder of the Company; (xi) any plan, contract or arrangement providing for bonuses, pensions, deferred compensation, retirement plan payments, profit sharing, incentive pay or any other employee right or benefit (the agreements, contracts and obligations specified above, collectively the "COMPANY Contracts. A-16").

Contracts. (a) Set forth on Schedule 4.11 annexed hereto sets forth an accurate, correct and complete 3.12(a) is a list of the following Contracts, in effect at any time from October 1, 1994 through all Contracts as of the date hereof, (except Real Property Leases, which are listed on Schedule 3.10), (whether oral (summaries only) or written) to which the Company or any of its the Retained Subsidiaries is a party and that relate to (i) the sale, lease or was a party, other disposition by which any of them are bound or pursuant to which the Company or any of the Retained Subsidiaries of all or any substantial part of its business or assets or the purchase by the Company or any of the Retained Subsidiaries is or was an obligor or of a beneficiary: substantial amount of assets with a purchase price in excess of $50,000 (iin each event other than in the ordinary course of business), (ii) Any material Contracts with respect to Real Property (which restrains the ability employment of any person other than personnel employed at the pleasure of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor mattersthe Retained Subsidiaries; (iiiii) Any Contract for capital expenditures collective bargaining with, or services any representation of any employees by, any labor union or association; (iv) the acquisition of services, supplies, equipment or other personal property in each case in which payments are due after the date of this Agreement involving more than $50,000 and that is not terminable by the Company or the Retained Subsidiaries upon not more than thirty (30) days' notice without obligation on the part of the Company or any of the Retained Subsidiaries; (v) noncompetition or nondisclosure (other than, with respect to nondisclosure, Contracts that are not primarily intended to facilitate the exchange of confidential information but also include confidentiality or nondisclosure provisions); (vi) the purchase or sale of real property or any interest therein; (vii) distribution, agency or construction; (viii) (A) lease of personal property as lessor or sublessor or (B) lease of personal property as lessee or sublessee in each case in which payments are due after the date of this Agreement involving more than $50,000 and that is not terminable by the Company or the Retained Subsidiaries upon not more than thirty (30) days' notice without obligation on the part of the Company or any of the Retained Subsidiaries; (ix) lending or advancing of funds other than the extension of credit to trade purchasers in the ordinary course of the Company's or any of the Retained Subsidiaries' business consistent with past business practice; (x) borrowing of funds or receipt of credit other than by the Company or any of its the Retained Subsidiaries which involves consideration payable in the ordinary course of business consistent with past business practice and except for trade payables in amounts and on terms consistent with past business practice; (xi) incurring of any obligation or liability except for transactions engaged in by the Company or any of its the Retained Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of businessbusiness consistent with past business practice; (viixii) Any power the sale of attorney, proxy personal property (other than sales of inventory in the ordinary course of business consistent with past business practice) or similar instrument granted by or to services in each case in which payments are due after the Company or any date of its Subsidiaries; this Agreement that exceed $50,000 and (viiixiii) Any other Contract related to any matter or transaction not in the ordinary course of the business of the Company or any and of its Subsidiariesthe Retained Subsidiaries and, as currently conductedin each case, which provides for imposes a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by material obligation on the Company or any provides a material benefit to the Company. The Company and the Retained Subsidiaries have delivered to Purchaser copies of its Subsidiaries from all of the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract written Contracts listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto3.12(a), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16.

Contracts. (a) Except as set forth in Schedule 4.11 annexed 3.7 hereto sets forth an accurate, correct and complete list of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, to which the Company or any of its Subsidiaries other schedule referred to herein, VCI is or was not a party, by which any of them are bound or pursuant party to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect any contract for the purchase or sale of real property to Real Property (which restrains the ability of the Company or from any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor mattersthird party; (ii) Any Contract any contract for capital expenditures the lease or services by the Company sublease of personal property from or to any of its Subsidiaries third party which involves consideration payable by the Company or any of its Subsidiaries provides for annual rentals in excess of $100,000 50,000, or any group of contracts for the lease or sublease of similar kinds of personal property from or to third parties which provides in any fiscal yearthe aggregate for annual rentals in excess of $50,000; (iii) Any Contract evidencing any indebtedness contract for borrowed money in excess the purchase or sale of equipment, computer software, lists of clients, insurance carriers or agents, or similar information, commodities, merchandise, supplies, other materials or personal property or for the furnishing or receipt of services which calls for performance over a period of more than 60 days and involves more than the sum of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,00025,000; (iv) Any material Contract wherein any license agreement involving the Company use of copyrights, franchises, licenses, trademarks, or any of its Subsidiaries has agreed to a non-competition provisioninformation owned by VCI or others; (v) Any material joint ventureany broker's representative, partnershipsales, cooperative arrangement agency or any other material Contract involving a sharing advertising contract which is not terminable on notice of profits30 days or less; (vi) Any material Contract any contract involving the borrowing or lending of money or the guarantee of the obligations of officers, directors, employees or others; (vii) any agency, agent's, general agents, brokerage or expense allowance agreement or any other agreements pursuant to which VCI has binding authority in the placement of insurance coverage or its currently obligated to make payments in connection with the sale of insurance; (viii) any contract with any Governmental Authority other than for sale shareholder of merchandise VCI; (ix) any contract regarding any of the acquisitions contemplated in this Agreement or (x) any other contract, whether or not made in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related business which is material to the business or assets of the Company or any VCI. Copies of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct all contracts and complete copies of each such written Contract and written summaries of each such oral Contract agreements identified in Schedule 3.7 have been delivered by the Company to the Parent or made available to the Parent TSC. No outstanding purchase commitment by VCI is in excess of its ordinary business requirements or at a price in excess of market price at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effecthereof. Except as set forth in Schedule 4.11 annexed hereto3.7 or any other schedule referred to herein, to the knowledge of VCI, none of such contracts and agreements will expire or be terminated or be subject to any modification of terms or conditions by reason of the Company or consummation of the transactions contemplated by this Agreement. VCI is not in default in any material respect under the terms of its Subsidiaries has received any notice of a default under any such Contract and no contract nor is it in default in the payment of any insurance premiums due to insurance carriers nor any principal of or interest on any indebtedness for borrowed money nor has any event or condition has happened or presently exists occurred which constitutes a default or, after notice or lapse with the passage of time or both, giving of notice would constitute such a default under by VCI and, to the best knowledge of VCI, no other party to any such Contractcontract is in default in any material respect thereunder nor has any such event occurred with respect to such party. Without the written consent of TSC, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger VCI will not be considered an assignment of cause or permit any changes or modification in any of the Contracts. A-16foregoing, nor incur any further obligations or commitments, nor make any further additions to its properties, except in each case in the ordinary course of business and as contemplated by this Agreement.

Contracts. (a) Except as set forth in Schedule 4.11 annexed hereto sets 5.7(a) hereto, Seller is not a party to any written or oral: (1) pension, profit sharing, option, employee stock purchase, stock appreciation right, phantom stock option or other plan providing for deferred or other compensation to employees or any other employee benefit plan (other than as set forth an accuratein Schedule 5.13 hereto), correct and complete list of the following Contractsor any Contract with any labor union or labor group; (2) Contract relating to loans to officers, in effect at directors, any time from October 1, 1994 through the date hereof, to which the Company Shareholder or any of its Subsidiaries is their Affiliates; (3) Contract relating to the borrowing of money or was the mortgaging, pledging or otherwise placing a partyLien on any asset of Seller; (4) Guarantee of any obligation; (5) Contract under which Seller has advanced or loaned, by which or agreed to advance or loan, any of them are bound or Person amounts in the aggregate exceeding $10,000; (6) Contract pursuant to which Seller is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company or any of its Subsidiaries is or was an obligor or a beneficiary: Company; (i7) Any material Contracts warranty Contract with respect to Real Property (which restrains the ability of the Company its services rendered or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether products sold or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor mattersleased; (ii8) Contract or non-competition provision in any Contract prohibiting it from freely engaging in any business or competing anywhere in the world; (9) Any Contract for capital expenditures the purchase, acquisition or services by the Company supply of inventory and other property and assets, whether for resale or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries otherwise in excess of $100,000 in any fiscal year25,000; (iii10) Any Contract evidencing any indebtedness Contracts with independent agents, brokers, dealers or distributors which provide for borrowed money annual payments in excess of $50,000 25,000; (11) employment, consulting, sales, distributorship, depository, management, commissions, advertising or marketing Contracts; (12) Contracts providing for "take or pay" or similar unconditional purchase or payment obligations; (13) Contracts with Persons with which, directly or indirectly, a Shareholder also has a Contract; (14) Contract that requires the consent of any Person, or contains any provision that would result in a modification of any rights or obligation of any Person thereunder upon a change in control of Seller or which would provide any Person any remedy (including rescission or liquidated damages), in connection with the execution, delivery or performance of this Agreement and the agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (15) nondisclosure or confidentiality Contracts; (16) power of attorney or other similar Contract or grant of agency; (17) copyright licenses, royalty agreements or similar Contracts; (18) Contract with any labor union or association representing any employee; (19) Contracts for the deferred sale of any of its assets or properties other than in the ordinary course of business or for the grant to any Person of any preferential rights to purchase price any of Assets its assets or properties; (20) joint venture agreements relating to the assets, properties or business of Seller or by or to which it or its assets or properties are bound or subject; (21) Contracts under which Seller agrees to indemnify any Person or to share the tax liability of any Person; (22) any Contract providing Seller or any other Person with the exclusive provider of specified goods or services; (23) any Contract containing any "most favored nation" type provision; or (24) any other Contract which is material to its operations and business prospects or involves a consideration in excess of $100,000 (25,000 annually, excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise purchase orders in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16.

Contracts. (a) Schedule 4.11 annexed hereto sets forth an accurate, correct and complete list Section 3.12 of the Xxxxxx’x Disclosure Letter lists the following Contracts, in effect at any time from October 1, 1994 through the date hereof, Contracts (i) to which the any Xxxxxx’x Company is a party or any of its Subsidiaries is or was a party, by which any of them are Xxxxxx’x Company is bound or pursuant to which any asset of any Xxxxxx’x Company is subject or under which any Xxxxxx’x Company has any rights or the performance of which is guaranteed by any Xxxxxx’x Company or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any that either involve amounts of $1 million and a duration of eighteen months or longer or involve amounts of $5 million or more regardless of duration (collectively, with the Xxxxxx’x Leases, Licenses and Insurance Policies, the “Xxxxxx’x Material Contracts”); provided, that the limitations in this clause (ii) do not apply to clauses (D), (F) and (M) below: (A) each Contract for capital expenditures (or series of related Contracts) that involves delivery or receipt of products or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise that was not entered into in the ordinary course of business; (viiB) Any each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property, including each Xxxxxx’x Lease and License; (C) each licensing agreement, consent agreement, coexistence agreement, settlement agreement or other Contract with respect to Intellectual Property, including any agreement with any current or former Employee, consultant, or contractor regarding the appropriation or the non-disclosure of any Intellectual Property, except “shrink wrap” and “click-through” licenses to commercially available “off the shelf” software; (D) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees; (E) each joint venture, partnership or Contract involving a sharing of profits, losses, costs or Liabilities with any other Person; (F) each Contract containing any covenant that purports to restrict the business activity of any Xxxxxx’x Company or limit the freedom of any Xxxxxx’x Company to engage in any line of business or to compete with any Person; (G) each Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (H) each power of attorney; (I) each Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any Xxxxxx’x Company to be responsible for consequential, proxy incidental or punitive damages; (J) each Contract (or series of related Contracts) for capital expenditures; (K) each written warranty, guaranty or other similar instrument granted by undertaking with respect to contractual performance other than in the ordinary course of business; (L) each Contract for Indebtedness; (M) each employment or to the Company or any of its Subsidiariesconsulting Contract; and (viiiN) Any other each Contract related to the business of the Company which any Stockholder or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment Related Person of any Stockholder or of the Contracts. A-16any Xxxxxx’x Company is a party or otherwise has any rights, obligations or interests.

Contracts. (a) Schedule 4.11 annexed hereto sets forth an accurateExcept for documents filed or listed as exhibits to the Company Reports filed with the SEC subsequent to December 31, correct 2003 and complete list of the following Contracts, in effect at any time from October 1, 1994 through prior to the date hereof, to which neither the Company or nor any of its Subsidiaries is a party to or was a partybound by any (a) contract, by which agreement or arrangement (including any lease of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: real property) (i) Any material Contracts with respect to Real Property (which restrains materially restricting the ability of the Company or any of its Subsidiaries (or after the Merger, Parent or any of its Subsidiaries) to use such Real Property)compete in or conduct any line of business or to engage in business in any geographic area, Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract relating to indebtedness for capital expenditures borrowed money providing for payment or services by repayment in excess of $400,000, (iii) relating to any material joint venture, partnership, strategic alliance or similar arrangement, (iv) requiring the Company or any of its Subsidiaries which involves consideration payable by to register for resale under the Company or Securities Act any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business securities of the Company or any of its Subsidiaries, as currently conducted(v) relating to the disposition or acquisition of material assets not in the ordinary course of business, which provides for a period of performance which extends beyond twelve (12vi) months from the date hereof containing any so-called “most favored nation” provisions or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by any similar provision requiring the Company to or any of its Subsidiaries (or after the Merger, Parent or made available any of its Subsidiaries) to the Parent offer a third party terms or concessions at the Company's offices. Prior least as favorable as offered to the Closingone or more other parties, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into (vii) providing for “performance guarantees” or contingent payments by the Company or any of its Subsidiaries, in each case involving more than $400,000 over the term of the relevant contract, (viii) between the Company and/or any of its Subsidiaries from the date hereof through the Closing Date and any of a type that is described in this Section 4.11(a). their shareholders and Affiliates, (bix) Each Contract listed providing for exclusive dealings or referred to requirements contracts imposed on Schedule 4.11 to which the Company or any of its Subsidiaries, (x) containing any change of control provision and involving more than $400,000 over the term of the relevant contract, or (xi) with ITLX, or (b) financial derivatives master agreements, confirmation, or futures account opening agreements and/or brokerage statements evidencing financial hedging or other trading activities. The Company and each of its Subsidiaries is or was a partyhas performed, by which any in all material respects, all of them is bound or pursuant its obligations under each such contract to which the Company it or any of its Subsidiaries is a party or was an obligor or a beneficiary by which it is bound, and all such contracts are in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge Knowledge of the Company without due inquiryCompany, each other Person that is a party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed to, or observed thereunderbound by, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contractsforegoing contracts has performed, in all material respects, all of its obligations thereunder. A-16The Company has not received any written notice that any party to any of the foregoing contracts intends to terminate such contract.

Contracts. (a) Schedule 4.11 annexed hereto 4.09(a) sets forth an accurate, correct and complete a list of the following agreements, leases, licenses, contracts or other commitments of any nature, whether written or oral (“Contracts”), currently in effect at any time from October 1, 1994 through the date hereofeffect, to which the any Company Entity is a party or any of its Subsidiaries is or was a party, by which any of them are it is bound or pursuant to which (the “Company or any of its Subsidiaries is or was an obligor or a beneficiary: Contracts”): (i) Any material Contracts with respect any Contract the performance of which is reasonably expected to Real Property (which restrains involve annual payments on the ability part of the or to any Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries Entity in excess of $100,000 in and is not terminable by any fiscal yearCompany Entity on 120 days’ notice or less without premium or penalty; (ii) any Contract relating to the ownership of any Person or any joint venture, strategic partnership, partnership or other similar agreement; (iii) Any Contract evidencing all Contracts under which any indebtedness for borrowed money Company Entity has created, incurred, assumed or guaranteed any Indebtedness in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 granted a Lien (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than a Permitted Lien) on any asset owned or used by any Company Entity or the Business, other than checks endorsed by any Company Entity and deposited for sale of merchandise collection in the ordinary course of business; (iv) any Contract under which any Company Entity has made advances or loans to any other Person, in each case having an outstanding principal amount in excess of $100,000; (v) each Contract relating to the acquisition or disposition of any business or any Contract that provides for the sale of any material asset owned or used by any Company Entity or the Business, other than the sale of Inventory in the ordinary course of business, or the grant of any preferential rights to purchase any material asset owned or used by any Company Entity or the Business, other than the sale of Inventory in the ordinary course of business, in each case involving amounts in excess of $100,000; (vi) any sales, service or distribution Contracts and any Contract relating to the promotion, advertising and marketing of the services provided by any Company Entity involving annual consideration paid to or payable by the Company Entity in excess of $100,000; (vii) Any all personal property leases and all capitalized leases involving aggregate annual amounts in excess of $100,000; (viii) all real property leases involving annual amounts in excess of $100,000; (ix) any Contract under which (A) any Company Entity has granted or received a license or sublicense to any Intellectual Property rights or (B) any Company Entity’s ability to use, disclose, license or enforce, or grant a right to, any Intellectual Property right is affected, in each case other than off-the-shelf software licenses to a Company Entity that are not modified or distributed by a Company Entity or used in or with a product or service of a Company Entity (“Off- the-Shelf Licenses”); (x) any Contract with any Governmental Entity, including any settlement, conciliation or similar agreement with any Governmental Entity, involving amounts in excess of $100,000; (xi) any collective bargaining agreement or any other Contract with any labor union or other labor organization or any severance agreements, programs, policies or arrangements; 30 (xii) any Contract (A) for the employment or engagement of any director, officer, employee, independent contractor or other Person on a full-time, part-time, consulting or other basis, (B) for the payment of any compensation or benefits upon the consummation of the Transactions, or (C) relating to loans to any officers, managers, directors or Affiliates involving amounts in excess of $10,000; (xiii) any non-disclosure, non-compete, non-solicitation, or confidentiality Contracts or Contracts regarding ownership and rights with regard to work produced by employees, contractors or consultants; (xiv) any Contract between or among any Company Entity, on the one hand, and Seller, any officer or director of any Company Entity, or any Affiliate of such Persons (including any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, and any relative or spouse of such Person), on the other hand; (xv) any Contract providing for warranty or indemnity terms obligating any Company Entity with respect to its services and business; (xvi) any power of attorneyattorney or other similar agreement or grant of agency; (xvii) any Contract prohibiting any Company Entity from freely engaging in any business or competing anywhere in the world or from hiring any Person (without incurring any Liability) or providing for exclusivity in any business line, proxy geographic area or otherwise; (xviii) any Contract containing any requirements supply or exclusivity provision or any “most-favored nation”, “most favored pricing” or similar instrument granted by clause in favor of any Person, involving amounts in excess of $100,000; or (xix) any Contract with a Material Supplier or Material Customer. Other than the Company Contracts, as of the Closing Date, there are no Contracts that are material to the Company Entities’ operations or any Business, whether or not entered in the ordinary course of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a)business. (b) Each Company Contract listed or referred is valid and binding on each Company Entity party thereto and, to on Schedule 4.11 to which the Company or any Knowledge of its Subsidiaries is or was a partySeller, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary each other party thereto, and is in full force and effect, except as is not reasonably likely, individually or in enforcement may be limited by the aggregateEnforceability Exceptions. Neither any Company Entity nor, to have a Material Adverse Effect. Each the Knowledge of the Seller, any other party thereto is in breach of, or default under, any Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default oroccurred that, after with the giving of notice or lapse of time or both, would constitute a breach or default under thereunder by any such ContractCompany Entity or, except for such notices to the Knowledge of Seller, any other party thereto. The Company has delivered to Buyer a true, correct, and defaults which are not reasonably likely, individually or in the aggregate (complete copy of each Company Contract together with all amendments, waivers or changes thereto. No Company Contract is currently subject to, and no Company Entity has received any written notice or, to the items set Knowledge of Seller, other notice with respect to, cancellation or any other material modification by the other party thereto or is subject to or expects to be subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery. No party to any Company Contract has, or has asserted any claim, defense, setoff or counterclaim under or threatened in writing or, to the Knowledge of Seller, otherwise threatened to terminate any Company Contract. To the Knowledge of Seller, no party to any Company Contract has declared or filed for bankruptcy. 31 SECTION 4.10. Intellectual Property. (a) Schedule 4.10(a) sets forth a list of all Company Intellectual Property included in Schedule 4.11 annexed heretoclauses (a), to have a Material Adverse Effect(b), (c) and (e) of the definition of Intellectual Property. Except as set forth on Schedule 4.10(a), Seller (i) has made all necessary filings and paid all necessary registration, maintenance and renewal fees for the purpose of maintaining all Company Intellectual Property that is registered by or with a Governmental Entity or for which any Company Entity has filed any applications for registration or protection by or with a Governmental Entity and such applications are currently pending (other than for Company Intellectual Property with respect to which the applicable Company Entity has determined not to seek renewal), and (ii) is the exclusive owner of all right, title and interest in and to the Company Intellectual Property, free and clear of all Liens other than Permitted Liens. All Company Intellectual Property registered by any Company Entity is valid, enforceable, and subsisting. The Business Assets and the Intellectual Property licensed to any Company Entity pursuant to the IP Licenses include all of the Intellectual Property used or necessary to conduct the Business as currently conducted. (b) Schedule 4.11 annexed hereto4.10(b) sets forth a list of all domain names used or held for use by any Company Entity. (c) Schedule 4.10(c) sets forth a list of (i) all licenses granted by any Company Entity to any third party with respect to any Intellectual Property, and (ii) all licenses granted by any third party to any Company Entity with respect to any Intellectual Property (collectively, the Merger “IP Licenses”), excluding Off-the-Shelf Licenses. Seller has provided to Buyer true and correct copies of all IP Licenses. Each Company Entity and, to the Knowledge of Seller, each other party thereto is in compliance with and has performed all material obligations required under the IP Licenses, and no Company Entity is in breach of or default under any IP License, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a breach or default under such IP License. The consummation of the Transactions will not be considered an assignment result in, or afford any Person the right to cause the exercise, termination, modification, or restriction of any right to any Intellectual Property pursuant to any IP License or other Contract. (d) Except as set forth on Schedule 4.10(d): (i) No Company Entity is violating, infringing or misappropriating any Intellectual Property of any other Person and, to the ContractsKnowledge of Seller, no third party is violating, infringing or misappropriating any Company Intellectual Property owned by any Company Entity (ii) No Company Entity has sent or received any written notice or, to the Knowledge of Seller, any other notice to or from any Person claiming any violation, infringement or misappropriation of any Intellectual Property rights (including any demands or “unsolicited offers” to license Intellectual Property); and (iii) No claims are pending or threatened by any Company Entity and no claims are pending or threatened in writing or, to the Knowledge of Seller, otherwise threatened against any Company Entity, in each case regarding the use or ownership of any Intellectual Property, or challenging or questioning the validity or enforceability of any Intellectual Property. A-16(e) Each Company Entity has secured from each current and former employee during the course of their employment with such Company Entity, consultant, and contractor of such Company Entity: (i) written assignments to such Company Entity of any Intellectual Property conceived, created, authored, or developed by any such employee, consultant, and contractor for the benefit of such Company Entity; and (ii) written agreements maintaining the confidentiality of information used in the Business and limiting the

Contracts. (a) Schedule 4.11 annexed hereto 3.17(a) sets forth an accurate, correct accurate and complete list of each of the following Contracts to which the Company or any of the Subsidiaries is a party or by which any of them are directly or indirectly bound: (i) Contracts creating an obligation on the part of the Company or a Subsidiary to pay to any other Person an amount in excess of $750,000 in any 12-month period; (ii) Contracts creating an obligation on the part of another Person to pay to the Company or a Subsidiary an amount in excess of $750,000 in any 12-month period; (iii) Contracts for the employment of any officer, individual employee or other Person on a full-time or consulting basis with annual payments in excess of $200,000; (iv) Contracts evidencing Indebtedness; (v) Contracts (including so called take-or-pay or keep-well agreements) under which the Company or any Subsidiary has directly or indirectly guaranteed Indebtedness of any Person (other than the Company or any of the Subsidiaries) or other guaranties by the Company or any Subsidiary; (vi) Contracts which prohibit the Company or any Subsidiary from engaging in the Business or any line of Business or competing with any Person in the United States or Canada or which restrict the ability of the Company or any Subsidiary to hire any Person; (vii) any VAR, OEM or other distribution Contract, which require the Company or any of the Subsidiaries to reach specific sales or payment minimums, targets or milestones or which require the Company or any of the Subsidiaries to use “best efforts” to distribute products thereunder and which generated more than $200,000 in payments during the fiscal year ended June 30, 2005; (viii) Contracts for capital expenditures or other purchases of material supplies, equipment or other assets or properties (other than purchase orders for inventory or supplies in the ordinary course of the Business) in excess of $1,000,000 individually by the Company or any Subsidiary; (ix) Contracts with the Seller or any Affiliate of the Seller (other than the Company and the Subsidiaries); (x) Contracts that were not entered into in the ordinary course of the Business; (xi) Contracts which contain restrictions with respect to payment of dividends or any other distribution in respect of the capital stock or other equity interests of the Company or any of the Subsidiaries; (xii) Contracts (including so called take-or-pay or keep-well agreements) under which any Person (other than the Company or any of the Subsidiaries) has directly or indirectly guaranteed Indebtedness of the Company or any of the Subsidiaries; (xiii) Contracts granting or evidencing Liens on any properties or assets of the Company or any of the Subsidiaries, other than Permitted Liens; (xiv) any management service, consulting, financial advisory or any other similar type Contract and any Contract with any investment or commercial bank (other than Contracts pursuant to which the Company or any of the Subsidiaries acts as a service provider to an investment or commercial bank in the ordinary course of the Business); (xv) Contracts (other than any agreement entered into with the Purchaser or an Affiliate of the Purchaser pursuant to this Agreement) with any current or former officer or director of the Company or any of the Subsidiaries under which the Company or any of the Subsidiaries would have obligations after the Closing; (xvi) other than Contracts described in the other subclauses of this Section 3.17(a), Contracts (including letters of intent) involving the future disposition or acquisition of assets or properties other than in the ordinary course of the Business and consistent with past practice, or any merger, consolidation or similar business combination transaction, whether or not enforceable; (xvii) Contracts involving any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement; (xviii) Contracts involving any resolution or settlement of actual or threatened material litigation, arbitration, claim or other dispute entered into on or after July 1, 2004 or that will continue to affect the Company, any Subsidiary or the Business after the Closing; (xix) Contracts involving leases or subleases of personal property involving an annual base rental payment in excess of $750,000; or (xx) other than Contracts described in the other subclauses of this Section 3.17(a) or that were entered into in the ordinary course of the Business and consistent with past practice, Contracts to which the Company or any Subsidiary is a party that are material to the Company and the Subsidiaries or the Business (all of the foregoing Contracts, in effect at any time from October together with the Affiliate Contracts and the IP Licenses, the “Company Contracts”). Schedule 3.17(a) sets forth an accurate and complete list of (1, 1994 through the date hereof, ) each Contract to which the Company or any of its Subsidiaries is or was a party, party or by which any of them are were bound that created an obligation on the part of the Company or pursuant a Subsidiary in an amount in excess of $750,000 in the last 12-month period and (2) each Contract to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, party or by which any of them is were bound or pursuant that created an obligation on the part of another Person to which pay the Company or any a Subsidiary an amount in excess of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or $750,000 in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16last 12-month period.

Contracts. (a) Except as set forth on Schedule 4.11 annexed hereto sets forth an accurate3.1(l), correct and complete list of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, to which the Company or any of its Subsidiaries is or was a party, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any each written agreement that would be material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from as a whole (a "Material Contract"): (A) the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Material Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or ; (B) the Material Contract will continue to be in full force and effect on identical terms immediately after the aggregate, to have a Material Adverse Effect. Each of Merger Date; (C) neither the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or nor any of its Subsidiaries has received (nor, to the Knowledge of the Company, any notice of a other party) is in material breach or default under (including, with respect to any such Contract express or implied warranty), and no event or condition has happened or presently exists occurred which constitutes a default or, after with notice or lapse of time or both, both would constitute a material breach or default or permit termination, modification, or acceleration, under any such Material Contract, except for any breaches, defaults, terminations, modifications or accelerations which have been cured or waived; and (D) to the Knowledge of the Company, no party has repudiated any material provision of any such notices Material Contract. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries is a party to any verbal contract, agreement, or other arrangement which, if reduced to written form, would be a Material Contract. Correct and defaults which are not reasonably likelycomplete copies of the general forms of client engagement and services used by the Company and each of its Subsidiaries have been made available to Xxxxxxx. Except for those Material Contracts set forth on Section 3.1(l) of the Disclosure Schedule, individually neither the Company nor any of its Subsidiaries is a party to any fixed fee or capped price contracts or engagement arrangements (the "Fixed Rate Engagements"), nor does the Company nor any of its Subsidiaries have any outstanding offers, bids or proposals to perform any services on a fixed fee or capped basis in an amount in excess of $500,000 per year. With respect to the Company's Fixed Rate Engagements, the ratio of the amount of revenues recognized to date (in the aggregate (together with aggregate) by the items set forth in Schedule 4.11 annexed hereto), Company compared to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment amount of any revenues payable thereunder is reasonably proportionate to the ratio of the Contracts. A-16amount of work completed under such Fixed Rate Engagements to the work required to be completed thereunder.

Contracts. (a) Schedule 4.11 annexed hereto sets forth an accurate, correct and complete list of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, to which the Company or any of its Subsidiaries is or was a party, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16I-21

Contracts. (a) Schedule 4.11 annexed hereto sets Except as set forth an accuratein SCHEDULE 2.7(A) hereto, correct and complete list neither Seller is a party to any written or oral: (i) pension, profit sharing, Option, employee stock purchase, stock appreciation right, phantom stock option or other plan providing for deferred or other compensation to employees of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, to which the Company Business or any of its Subsidiaries is other employee benefit plan (other than as set forth in SCHEDULE 2.13 hereto), or was any Contract with any labor union or labor group; (ii) Contract relating to the mortgaging, pledging or otherwise placing a party, by which Lien on any of them are bound or the Acquired Assets; (iii) Guarantee that will be an Assumed Liability; (iv) Contract pursuant to which the Company Purchasers will become the lessor of or permits any of its Subsidiaries is third party to hold or was an obligor operate any property, real or a beneficiary: personal, owned or controlled by the Business; (iv) Any material Contracts open warranty Contract with respect to Real Property its services rendered or its products sold or leased related to the Business; (which restrains the ability vi) Contract or non-competition provision in any Contract prohibiting such Seller from freely engaging in any aspect of the Company Business or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matterscompeting anywhere in the world; (iivii) Any open material Contract for capital expenditures the purchase, acquisition or services by supply of inventory and other property and assets related to the Company Business, whether for resale or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries otherwise in excess of $100,000 in any fiscal year25,000; (iiiviii) Any Contracts related to the Business with independent agents, brokers, dealers or distributors which provide for annual payments in excess of $25,000; (ix) employment, consulting, sales, commissions, advertising or marketing Contracts related to the Business; (x) Contracts related to the Business providing for "take or pay" or similar unconditional purchase or payment obligations; (xi) Contracts related to the Business with Affiliates of either of the Sellers; (xii) Contract evidencing that requires the consent of any indebtedness for borrowed money Person, or contains any provision that would result in a modification of any rights or obligation of any Person thereunder or which would provide any Person any remedy (including rescission or liquidated damages), in connection with the execution, delivery or performance of this Agreement and the agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (xiii) nondisclosure or confidentiality Contracts related to the Business which are currently in effect; (xiv) power of attorney or other similar Contract related to the Business or grant of agency; or (xv) Contract related to the Business which is material to its operations and business prospects or involves a consideration in excess of $50,000 or obligation for the deferred annually, excluding any purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise orders in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and extent not disclosed in (viiii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve through (12xiv) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16above.

Contracts. Excluding Leases which are addressed below, Schedule 5.11 lists by respective Business all municipal contracts, government waste flow control programs (aincluding county plans under Pennsylvania Act 101), commercial contracts, customer service contracts, office supply contracts, maintenance contracts, consulting agreements, and any other service contracts or other agreements for the purchase or sale of goods or services or the payment of fees relating to the Businesses (collectively, "Material Contracts") Schedule 4.11 annexed hereto sets forth an accuratewhich, correct and complete list with respect to contracts other than municipal contracts (which municipal contracts are all considered Material Contracts), (i) are not cancelable without penalty on less than thirty (30) days' notice by any of the following Companies or the Sellers; (ii) provide for the payment by either of the Companies or the BFI Subsidiaries of more than $2,500 annually; (iii) provide for the receipt by either of the Companies or the BFI Subsidiaries of more than $2,500 annually; or (iv) are with any Affiliate of any of the Sellers. None of the Companies or Sellers is in default in any respect under any such Material Contract, nor has any event or omission occurred which through the passage of time or the giving of notice, or both, would constitute a default thereunder or cause the acceleration of any of Seller's or Company's obligations or result in the creation of any Lien on any of the Assets or adversely affect the respective Business or the Assumed Liabilities. With respect to non-Material Contracts, none of the Companies or Sellers is in effect at default under any time from October 1, 1994 through the date hereof, other contracts or agreements to which the Company they are a party or any of its Subsidiaries is or was a party, by which any of them are bound or pursuant (referred to which herein collectively with the Company or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Material Contracts with respect to Real Property (which restrains as the ability of the Company or any of its Subsidiaries to use such Real Property"Contracts"), Intangible and Other Propertynor has any event or omission occurred which, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse passage of time or the giving of notice, or both, would constitute a default under thereunder or cause the acceleration of any such Contractof Seller's or Company's obligations or result in the creation of any Lien on any of the Assets or adversely affect the respective Business or the Assumed Liabilities, except for such notices and the result of which defaults which are not reasonably likely, with respect to non-Material Contracts could individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of material adverse effect on any of the Businesses. To the best of Sellers' knowledge, no other party to any Material Contract is in default in any respect thereunder, nor are there any defaults by the other parties to any of the non-Material Contracts which could individually or in the aggregate have a material adverse effect on the respective Businesses. None of Sellers make any representation with respect to whether the consent of any other party to any Contract is required in connection with consummation of the transactions contemplated by this Agreement. Sellers have provided to Buyers (with a copy to their counsel) true, correct and complete copies of all Material Contracts. A-16.

Contracts. (a) Schedule 4.11 annexed hereto 4.15(a) sets forth an accuratea true, correct and complete list of the following Contracts to which a Target Company is a party or by which a Target Company is bound or to which any property or asset of a Target Company is subject or under which a Target Company has any rights or the performance of which is guaranteed by a Target Company (collectively, the “Material Contracts”): (i) Contracts (other than any purchase order that specifies price, quantity or delivery terms but does not otherwise vary the terms of any other Contract pursuant to which such purchase order was made in effect any material respect) for the purchase of products or for the receipt of services from the top fifteen (15) suppliers (the “Material Suppliers”) of the Business during each of the calendar years ended December 31, 2018 and December 31, 2019, determined on a consolidated basis based on the amount of gross purchases made by the Target Companies (or their predecessors-in-interest with respect to the Business) therefrom; (ii) Contracts (other than any purchase order that specifies price, quantity or delivery terms but does not otherwise vary the terms of any other Contract pursuant to which such purchase order was made in any material respect) for the furnishing of products or services by the Target Company to the top fifteen (15) customers (the “Material Customers”) of the Business during each of the calendar years ended December 31, 2018 and December 31, 2019, determined on a consolidated basis based on the amount of net merchandise sales (gross merchandise sales less merchandise credit memos and merchandise discounts and rebates) made by the Target Companies (or their predecessors-in-interest with respect to the Business) thereto; (iii) Contracts concerning the establishment or operation of a partnership, joint venture or limited liability company or the ownership of any Investment in any Person (other than any such Contract between the Target Companies); (iv) Contracts relating to the acquisition or disposition of any of the Target Company Interests, business or product line of any Person (whether by merger, sale of stock, sale of assets or otherwise) (A) with material obligations (other than in respect of fraud) extending beyond the date hereof or (B) that was consummated at any time from October 1, 1994 through since during the date hereofpast three years involving an aggregate transaction value in excess of $1,000,000; (v) Contracts containing (A) a covenant restricting the ability of the Target Companies to engage in any line of business in any geographic area or to compete with any Person, to which market any product or service or to solicit or hire any Person, (B) a provision granting the Company other party exclusivity or similar rights or (C) 24 LEGAL02/39540989v11 a provision that requires the purchase of all or a material portion of any of its Subsidiaries the Target Companies’ requirements for a given product or service from a given third party and which Contract is not terminable by a Target Company within thirty (30) days without any required payment or was a party, by which any other conditions (other than the condition of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: notice); (ivi) Any material Government Contracts; (vii) Contracts with respect to Real (A) the licensing of Intellectual Property by or to the Target Companies, or (which restrains B) the ability ownership, acquisition, enforcement, development or use of any Intellectual Property owned or used by the Target Companies, in each case, other than (1) commercially available, off the shelf Software licensed on a standard form for the internal use of the Target Companies for an aggregate purchase price of less than $100,000, and (2) invention assignment agreements with employees and independent contractors entered into on standard forms of agreement; (viii) each indenture, credit agreement, loan agreement and similar instrument pursuant to which either Target Company has or will incur or assume any indebtedness for borrowed money or has or will guarantee or otherwise become liable for any indebtedness of any other Person for borrowed money, other than any indentures, credit agreements, loan agreements or similar instruments solely between or among the Target Companies or otherwise relating to the placing of any Lien on any asset or property of the Target Companies; (ix) the Leases; (x) Contracts relating to the transfer, voting, registration, issuance, sale, repurchase or redemption of any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor mattersthe Target Company Interests; (iixi) Any Contract for capital expenditures or services by leases of personal property under which either Target Company is the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries lessee and is obligated to make payments in excess of $100,000 in any fiscal yearper annum; (iiixii) Any Contract evidencing any indebtedness for borrowed money in excess leases of $50,000 or obligation for personal property under which either Target Company is the deferred purchase price of Assets lessor and is entitled to receive payments in excess of $100,000 per annum; (excluding normal trade payablesxiii) or guaranteeing Contracts with any indebtedness, obligation or liability sales agency which involves consideration in excess of $100,000500,000 per year; (ivxiv) Any material Contract wherein the Contracts under which either Target Company has advanced or loaned to any of its Subsidiaries has agreed to a non-competition provisionother Person any amount; (vxv) Any Contracts that are a settlement, conciliation or similar agreement pursuant to which, on or after the date of execution of this Agreement, the Target Companies is required to pay consideration in excess of $150,000 or will have any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profitsoutstanding Liability; (vixvi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of businessCBAs; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-1625 LEGAL02/39540989v11

Contracts. (a) Schedule 4.11 annexed hereto sets Except as set forth an accurate, correct and complete list on Section 4.13 of the following Contracts, Company Disclosure Schedule or as set forth in effect at any time from October 1, 1994 through an SEC Report filed by the Company prior to the date hereofof this Agreement, to which neither the Company or any of its Subsidiaries nor the BD Subsidiary is or was a party, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiaryparty to: (i) Any with respect only to the BD Subsidiary, any Contract relating to indebtedness for borrowed money or any guaranty of the indebtedness of another Person not a Company Subsidiary; (ii) any Contract that materially limits the ability of the BD Subsidiary to compete in any business line or in any geographic area; (iii) any Contract relating to the Business and material Contracts to the BD Subsidiary that is terminable by the other party or parties upon a change in control of the BD Subsidiary; (iv) any Contract relating to the Business that involves required future expenditures or guaranteed receipts by the Company or the BD Subsidiary of more than $50,000 in any one-year period or more than $250,000 in the aggregate; (v) any Contract relating to the Business for the lease of real property; (vi) any Contract with respect to Real any Intellectual Property or System that is material to the Company or the BD Subsidiary in connection with the Business; (which restrains vii) any Employment Agreement involving compensation of an employee of the BD Subsidiary for any period in excess of $50,000; (viii) any Contract that by its terms limits the payment of dividends or other distributions by the BD Subsidiary; (ix) any joint venture or partnership agreement relating to the Business; (x) 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 BD Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business (including with respect to the BD Subsidiary any Contract containing any non-competition, non-solicitation or most favored nations provisions) or with respect to the Company limits or purports to limit the ability of the Company to own, operate, sell, transfer, pledge or any otherwise dispose of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor mattersthe Business; (iixi) Any Contract for capital expenditures with respect to only the BD Subsidiary, any material agency, broker, sale representative, marketing or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal yearsimilar Contract; (iiixii) Any any Contract evidencing providing for payments to or by any indebtedness Person based on sales, purchases, or profits in connection with the Business, other than direct payments for borrowed money in excess goods or commissions to sales representatives, (xiv) any power of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement attorney or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract agreement entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type BD Subsidiary that is described in this Section 4.11(a). (b) Each Contract listed or referred currently effective and that grants authority to any Person to act on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none behalf of the Company or the BD Subsidiary; or (xv) any of its Subsidiaries has received Contract between the BD Subsidiary and any notice of a default under any such Contract and no event director, officer, Material Stockholder or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any Affiliate of the BD Subsidiary (collectively, “Material Contracts. A-16”).

Contracts. (a) Section 6.16(a) of the PhotoWorks Disclosure Schedule 4.11 annexed hereto sets forth an accuratelists all written or oral contracts, correct agreements, guarantees, leases and complete list executory commitments (each a “Contract”) to which PhotoWorks or any PhotoWorks Subsidiary is a party and which fall within any of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, to which the Company or any of its Subsidiaries is or was a party, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiarycategories: (ia) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise entered into in the ordinary course of businessbusiness of PhotoWorks or the PhotoWorks Subsidiaries, (b) joint venture, partnership and similar agreements, (c) Contracts which are service contracts or equipment leases involving payments by PhotoWorks or any PhotoWorks Subsidiary of more than $10,000 per year, (d) Contracts containing covenants purporting to limit the freedom of PhotoWorks or any PhotoWorks Subsidiary to compete in any line of business in any geographic area or to hire any individual or group of individuals, (e) Contracts which after the Effective Time would have the effect of limiting the freedom of Parent or its Subsidiaries (other than PhotoWorks and the PhotoWorks Subsidiaries) to compete in any line of business in any geographic area or to hire any individual or group of individuals, including any Contracts with distributors granting any exclusive rights, (f) Contracts which contain minimum purchase conditions or requirements or other terms that restrict or limit the purchasing relationships of PhotoWorks or the PhotoWorks Subsidiaries, or any customer, licensee or lessee thereof, (g) Contracts relating to any outstanding commitment for capital expenditures in excess of $10,000, (h) Contracts relating to the lease or sublease of or sale or purchase of real or personal property involving any annual expense or price in excess of $10,000 and not cancelable by PhotoWorks or the applicable PhotoWorks Subsidiary (without premium or penalty) within one month, (i) Contracts with any labor organization, (j) indentures, mortgages, promissory notes, loan agreements, guarantees of amounts in excess of $10,000, letters of credit or other agreements or instruments of PhotoWorks or any PhotoWorks Subsidiary or commitments for Indebtedness or the lending of amounts in excess of $10,000 by PhotoWorks or any PhotoWorks Subsidiary or providing for the creation of any Lien upon any of the assets of PhotoWorks or any PhotoWorks Subsidiary, (k) Contracts which are fixed price, capitation or other risk sharing agreements A-24 with customers not cancelable by PhotoWorks or the applicable PhotoWorks Subsidiary (without premium or penalty) within one month; (viil) Any power of attorney, proxy Contracts involving annual revenues or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related expenditures to the business of PhotoWorks and the Company or any of its PhotoWorks Subsidiaries, taken as currently conducteda whole, which provides in excess of 3% of PhotoWorks’s consolidated annual revenues, (m) Contracts providing for a period “earn-outs” or other contingent payments involving more than $10,000 over the term of performance which extends beyond twelve the Contract and (12n) months from Contracts with or for the date hereof benefit of any Affiliate of PhotoWorks or is not cancelable upon ninety immediate family member thereof (90) days' noticeother than the PhotoWorks Subsidiaries). AccurateAll such Contracts are valid and binding obligations of PhotoWorks and the PhotoWorks Subsidiaries and, correct to the Knowledge of PhotoWorks, the valid and complete copies binding obligation of each such written Contract and written summaries of each such oral Contract have been delivered by other party thereto. Neither PhotoWorks or the Company PhotoWorks Subsidiaries nor, to the Parent Knowledge of PhotoWorks, any other party thereto is in violation of or made available in default in respect of, nor, to the Parent at Knowledge of PhotoWorks, has there occurred an event or condition which with the Company's offices. Prior to passage of time or giving of notice (or both) would constitute a default under or permit the Closingtermination of, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effectContract, except as is not reasonably likelyin each case, for those violations or defaults that, individually or in the aggregate, to have would not result in a PhotoWorks Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16.

Contracts. (1) Except as stated in Schedule 5.18 or Schedule 5.10, Old ADB is not a party to, nor are any of the Assets bound by, any: (a) Schedule 4.11 annexed hereto sets forth an accurateContract not made in the usual and ordinary course of business or the performance of which will extend over a period greater than thirty (30) days and which is not cancellable by Old ADB without penalty; (b) employment, correct and complete list consulting, independent contractor, non-competition, severance, golden parachute or indemnification Contract; (c) advertising, public relations, franchise, distributorship or sales agency Contract; (d) Contract involving the commitment or payment in excess of $5,000 for the following Contractsfuture purchase of services, in effect at any time from October 1properties, 1994 through the date hereof, materials or equipment; (e) Contract among shareholders to which the Company Old ADB or any of its Subsidiaries is a party or was granting a partyright of first refusal or for a partnership or for a joint venture or for the acquisition, by which sale or lease of any properties or assets of Old ADB or any of them are bound its Subsidiaries; (f) mortgage, pledge, conditional sales contract, security agreement, factoring agreement or pursuant other similar Contract with respect to any property of Old ADB or any of its Subsidiaries; (g) loan agreement, credit agreement, promissory note, guarantee, subordination agreement, letter of credit or any other similar type of Contract; (h) retainer Contract with investment bankers, attorneys, accountants, actuaries, appraisers or other professional advisers; (i) Contract with any Governmental Entity; (j) Contract which could limit or restrain Old ADB or any of its Subsidiaries engaging in any line of business, competing with any Person or conducting business in any particular geographic area; (k) software development agreement or any other similar Contract to which the Company Old ADB or any of its Subsidiaries or any entity acting on behalf of Old ADB or any of its Subsidiaries is a party; (l) Contract, the performance or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (non-performance of which restrains the ability of the Company by Old ADB or any of its Subsidiaries could cause a Material Adverse Effect; or (m) Contract to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or enter into any of its Subsidiaries which involves consideration payable by the Company foregoing. Old ADB has delivered or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed otherwise made available to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. AccurateLender true, correct and complete copies of each such written Contract the Contracts listed in Schedule 5.18, together with all amendments, modifications and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct supplements thereto and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 side letters to which the Company Old ADB or any of its Subsidiaries is or was a party, by which party affecting the obligations of any party thereunder. No Person holds a power of them is bound or pursuant attorney to which the Company act on behalf of Old ADB or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16Subsidiaries.

Contracts. (a) Schedule 4.11 annexed hereto sets Set forth an accurate, correct and complete list in SCHEDULE 5.22 is a description of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, each Contract to which the Company Xxxxxxx Xxxxx is a party or any of its Subsidiaries is or was a partybound thereby, by which any of them are bound or pursuant other than those contracts set forth in another Schedule to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: this Agreement, (i) Any material Contracts with respect to which involves aggregate payments or expenditures by Xxxxxxx Xxxxx of in excess of $25,000, but excluding Sale and Purchase Contracts, Personal Property Leases, Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible Leases and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor mattersLicenses; (ii) Any Contract for capital expenditures which cannot be terminated by Xxxxxxx Xxxxx at any time on 30 days' written notice or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal yearless without liability to Xxxxxxx Xxxxx; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price purchase, sale, lease (as lessee or lessor), or mortgage (as mortgagee or mortgagor), of Assets in excess any Purchased Assets, except with respect to sales of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise Inventory made in the ordinary course of business; (iv) with any Related Party; (v) which limits or restrains Xxxxxxx Xxxxx from engaging or competing in any business or with any person or entity; (vi) which involves any arrangement relating to the borrowing or loaning of money, including, without limitation, letters of credit, warranties, guarantees, indemnification and surety agreements; (vii) Any power which is not made in the ordinary course of attorneythe Business; (viii) for the purchase of property which, proxy if acquired as of the Closing Date, would be a Purchased Asset and, contracts for the sale of property which, if consummated prior to the Closing Date, would be a Purchased Asset (other than Inventory sold in the ordinary course); (ix) the benefits of which are contingent or similar instrument granted accelerated, or the terms of which are materially altered, by the occurrence of the transactions contemplated by this Agreement or the Additional Documents; and (x) pursuant to which services (other than routine professional services) are rendered by or to the Company or any of its Subsidiaries; and (viii) Any Xxxxxxx Xxxxx. SCHEDULE 5.22 also set forth all other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written material Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which Xxxxxxx Xxxxx is a party or bound. All Contracts are valid and binding upon Xxxxxxx Xxxxx and enforceable against the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is other parties thereto in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effectaccordance with their respective terms. Each of the Company and its Subsidiaries Xxxxxxx Xxxxx has complied with performed all commitments and obligations on its part required to be performed or observed by it under each such Contract, except for such noncompliance all Contracts which is not reasonably likely, individually or are Purchased Assets and has performed in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and material respect all obligations on its part required to be performed or observed thereunder, except for such noncompliance which by it under all other Contracts. Xxxxxxx Xxxxx is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any of such Contracts, nor to the best knowledge of Sellers is any other party to any such Contract and no event or in default thereunder, nor does any condition has happened or presently exists which constitutes a default orexist which, after with notice or lapse of time or both, would constitute a default under by Xxxxxxx Xxxxx, or, to the best knowledge of Sellers, by any other party thereunder. Without limiting the foregoing, Xxxxxxx Xxxxx is not a party or subject to any Contract which materially and adversely affects or, so far as Sellers can now foresee, may in the future materially and adversely affect Xxxxxxx Xxxxx, its Business, the Purchased Assets or the prospects or financial condition of Xxxxxxx Adler's Business. SCHEDULE 5.22 further sets forth all such ContractContracts currently in negotiation or proposed by Xxxxxxx Xxxxx, except for such notices and defaults which are not reasonably likelyof a type which, individually if entered into by Xxxxxxx Xxxxx, would be required to be listed in SCHEDULE 5.22 or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16other Schedule.

Contracts. (a) Schedule 4.11 annexed hereto Section 3.11(a) of the Company Disclosure Letter sets forth an accurate, correct a complete and complete accurate list of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, all Contracts to which the Company or any of its Subsidiaries is a party as of the date of this Agreement (i) related to indebtedness for borrowed money owed by the Company or was a party, by which any of them are bound its Subsidiaries, other than any such indebtedness between or among any of the Company and any of its Subsidiaries, (ii) in connection with which or pursuant to which the Company and its Subsidiaries paid, in the aggregate during the fiscal year ended December 31, 2010, more than $250,000, (iii) that prohibits or otherwise restricts, in any material respect, the Company or any of its Subsidiaries from freely engaging in business anywhere in the world, (iv) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company and its Subsidiaries, (v) that is an employment or consulting agreement with any executive officer of the Company or member of the Company Board, (vi) that is a joint venture, partnership, limited liability company or other similar agreement or arrangement in connection with which or pursuant to which the Company and its Subsidiaries paid, or were paid, in the aggregate during the fiscal year ended December 31, 2010, more than $250,000, (vii) that is a Material IP Agreement, (viii) involving an outstanding obligation to acquire from another person or to dispose to another person (other than acquisitions or dispositions of inventory, products, services and other assets in the Ordinary Course of Business), assets or capital stock or other equity interests for aggregate consideration under such Contract (or series of related Contracts) in excess of $500,000 or, if any such transaction has been consummated, any such Contract pursuant to which the Company or any Subsidiary is or may be obligated to make any future payments, (ix) pursuant to which the Company or any of its Subsidiaries is provides services to any dentist-owned professional corporation, association, limited liability company or was an obligor service corporation or a beneficiary: similar dental practices, including all amendments, addenda, supplements, acknowledgements or other similar instruments delivered thereunder or in connection therewith, (ix) Any material Contracts with respect related to Real Property any outstanding loans or advances made by the Company or any Subsidiary to any person (which restrains the ability other than routine advances to employees of the Company or any Subsidiary for travel and other business expenses in the Ordinary Course of its Subsidiaries to use such Real PropertyBusiness), Intangible and Other Property, all Affiliate Contracts or (whether xi) that prohibits the payment of dividends or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for distributions in respect of the capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business stock of the Company or any of its Subsidiaries, as currently conducted, which provides for a period prohibits the pledging of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies capital stock of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to or any of its Subsidiaries or prohibits the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, issuance of all written Contracts and written summaries of each oral Contract entered into guarantees by the Company or any of its Subsidiaries from (collectively, the date hereof through the Closing Date of a type that is described in this Section 4.11(a“Company Material Contracts”). (b) Each Contract listed or referred The Company has made available to on Schedule 4.11 to which the Buyer a complete and accurate copy of each Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16.

Contracts. (a) Except as disclosed in Schedule 4.11 annexed hereto sets forth an accurate, correct and complete list 2.15 of the following ContractsDisclosure Schedule, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to any Material Agreement. Each Material Agreement is in full force and effect and, to the best knowledge of Sellers, is valid and enforceable by the Company or a Subsidiary of the Company, as the case may be, in accordance with its terms, subject to the same exceptions to enforceability set forth in Section 2.3 . Except as set forth in Schedule 2.15 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is in default in the observance or the performance of any term or obligation to be performed by it under any Material Agreement except for such defaults the effect at of which, individually or in the aggregate, would not have a Company Material Adverse Effect. To the best knowledge of Sellers, no other party thereto is in default in the observance or the performance of any time from October 1term or obligation to be performed by it under any Material Agreement. The Company has delivered or made available to Buyer copies of all written Material Agreements. As used in this Agreement, 1994 through the date hereof"Material Agreement" shall mean each agreement, arrangement, instrument, bond, commitment, franchise, indemnity, indenture, lease, license or understanding, whether or not in writing, to which the Company or any of its Subsidiaries is a party or was a partyto which the Company, by which any of them are bound its Subsidiaries or pursuant any of their respective properties is subject that (i) obligates the Company or any of its Subsidiaries to pay an amount in excess of $250,000 in any twelve-month period beginning after December 31, 1997; (ii) provides for the extension of credit other than trade credit in an amount exceeding $250,000; (iii) provides for a guaranty by the Company or any of its Subsidiaries of obligations of others in excess of $25,000 or $100,000 in the aggregate; (iv) constitutes an employment agreement or personal service contract not terminable on less than sixty (60) days' notice without penalty; (v) represents a contract upon which the Company or any of its Subsidiaries is substantially dependent or was an obligor is otherwise material to the business of the Company and its Subsidiaries taken as a whole; or a beneficiary: (ivi) Any expressly limits, in any material Contracts with respect to Real Property (which restrains respect, the ability of the Company or any of its Subsidiaries to use such Real Property)engage in any line of business, Intangible compete with any person or expand the nature or geographic scope of its business. The Product Tolling and Other PropertySupply Agreement dated as of April 1, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by 1998 between the Company or any of its Subsidiaries which involves consideration payable by and Huntsman Chemical Corporation (the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii"Supply Agreement") Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for has been executed and will become effective upon the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business closing of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) daystransactions contemplated by this Agreement. In Sellers' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closingopinion, the Company will provide to material terms and conditions of the Parent an accurateSupply Agreement are, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each as favorable as, or more favorable than, the terms and conditions of the Company prior course of dealing between the parties with respect to the subject matter thereof. A correct and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge complete copy of the Company without due inquiry, each party Supply Agreement has been provided to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16Buyer.

Contracts. USR is not a party to (ai) Schedule 4.11 annexed hereto sets forth an accurateany plan or contract providing for bonuses, correct and complete list of the following Contractsincentives, pensions, stock options, stock purchases, deferred compensation, retirement payments, pension, profit sharing, or welfare benefits; (ii) any plan or agreement providing for fringe benefits to present or former employees, including sick leave, severance pay, medical, hospitalization, life insurance, or related benefits; (iii) any lease, installment purchase agreement, or other contract with respect to any real or personal property used or proposed to be used in its operations, excepting, in effect at each case, items included within aggregate amounts disclosed or reflected in the USR Base Balance Sheet; (iv) any time from October 1employment, 1994 through consulting, or other similar arrangement not terminable by it upon 30 days or less notice without penalty to it or that provides for payments upon or after termination; (v) any contract or agreement for the date hereofpurchase of any commodity, material, fixed asset, or equipment in excess of $50,000; (vi) any contract or agreement creating an obligation of USR of $50,000 or more; (vii) any mortgage, deed of trust, pledge agreement, security agreement, lease, or other contract or agreement in excess of $25,000 (except for such contracts or agreement in which USR has substantially completed its obligations thereunder), which by its terms does not terminate or is not terminable by it without penalty to which the Company it; (viii) any loan agreement, letter of credit, financing agreement, indenture, promissory note, or other similar type of arrangement; (ix) any purchase commitment to, or contract or agreement with, any manufacturer or other supplier creating an obligation of $50,000 or more; or (x) any license, authority, or permit in favor of any person or entity with respect to its business or any of its Subsidiaries is assets or was properties (each a party, by which any of them are bound or pursuant “Material Contract”). All Material Contracts to which USR is a party are valid and enforceable in accordance with their terms; USR, and, to the Company or any knowledge of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other PropertyUSR, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed other parties to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Material Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of performed all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part required to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregateto date and have waived no rights thereunder; neither USR nor, to have a Material Adverse Effect. To the knowledge of the Company without due inquiryUSR, each any such other party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually in default or in arrears under the aggregateterms of any Material Contract; and, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed heretothe knowledge of USR, none no condition exists or event has occurred that, with the giving of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contractof them. USR is not bound by any agreement or arrangement to sell or provide goods or services at prices below the prevailing market prices therefor or to purchase goods or services at prices above the prevailing market prices therefor. USR has received no notice in writing, except for such notices and defaults which are not reasonably likelyUSR has no reason to believe, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of that any of the Contracts. A-16manufacturers for or suppliers to USR intends to terminate its business relationship with USR for any reason whatsoever.

Contracts. Except for (a) Leases, (b) Easements, (c) Employee Benefit --------- Plans, and (d) Contracts which constitute Excluded Assets or Excluded Liabilities, Schedule 4.11 annexed hereto 2.11 sets forth an accurate, correct and complete list all of the Contracts of each of the following classes ("Material Contracts, in effect at any time from October 1, 1994 through the date hereof, ") (x) to which Seller is a party and which relate exclusively to the Company Business or any of its Subsidiaries is or was a party, (y) by which any of them the Purchased Assets are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiarysubject to: (i) Any material Contracts with respect any Affiliate of Seller not pertaining to Real Property (which restrains the ability borrowing of the Company or any of its Subsidiaries to use such Real Property)money, Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for Contracts creating material Liens; (iii) Contracts creating Guarantees; (iv) Contracts other than Collective Bargaining Agreements relating to material employment or consulting services; (v) Contracts relating to any single capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries expenditure in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits50,000; (vi) Any material Contract with any Governmental Authority other than Contracts for the purchase or sale of merchandise in the ordinary course real property or any interest therein, any business or line of businessbusiness or for any merger or consolidation; (vii) Any power joint ventures, partnership agreements or minority investments in any type of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiariesentity; and (viii) Any other Contract related to Contracts that individually require by their respective terms after the business date hereof the payment or receipt of the Company $10,000 or more during any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof month period; (ix) Contracts having a term of more than two (2) years or is that are not cancelable terminable by Seller upon less than ninety (90) days' notice. Accurate, correct (x) any billing and complete copies collection Contract, term and volume agreement or Contract or arrangement with any local exchange carrier, interexchange carrier or other carrier or vendor of each such written telecommunications services or products, (xi) any Contract that imposes restrictions on competition within the Territory, and written summaries of each such oral (xii) any Contract have been delivered by the Company not otherwise described above which is material to the Parent or made available to the Parent at the Company's officesBusiness. Prior to the Closing, the Company will provide to the Parent an accurate, correct All Assumed Contracts are valid and complete list, binding and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or effect in the aggregateall material respects. There has been no material breach of any Assumed Contract by Seller or, to have a Material Adverse Effect. Each of the Company and its Subsidiaries Seller's Knowledge, any other Person, which breach has complied with all commitments and obligations on its part to be performed not been cured or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16waived.

Contracts. (a) Schedule 4.11 annexed hereto sets forth an accurate, correct and complete list Private Company has made available to Public Company a copy of each Private Company Material Contract to which Private Company is a party as of the following Contractsdate of this Agreement. For purposes of this Agreement, in effect at “Private Company Material Contract” means (i) (A) any time from October 1, 1994 through the date hereof, to which the Company agreement or any of its Subsidiaries is or was a party, by which any of them are bound or contract pursuant to which the Private Company or any of and its Subsidiaries is spent or was an obligor or a beneficiary: received, in the aggregate, more than $2,000,000 during the fiscal year ended December 31, 2017 and (iB) Any material Contracts with respect to Real Property the extent not included in clause (which restrains the ability of the Company or any of its Subsidiaries to use such Real PropertyA), Intangible any agreement or contract with the ten (10) largest customers or suppliers of Private Company and Other Propertyits Subsidiaries, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any or other agreement that prohibits or otherwise restricts, in any material joint venturerespect, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Private Company or any of its Subsidiaries from freely engaging in any business material to Private Company and its Subsidiaries, taken as a whole, anywhere in the world, (iii) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to Private Company and its Subsidiaries (assuming for this purpose that Private Company was subject to the requirements of the Exchange Act), (iv) any material partnership or joint venture agreements, (v) any agreement relating to the sale of any of the assets or properties (other than dispositions of inventory and consumables in the Ordinary Course of Business) of Private Company or any Subsidiary of Private Company in excess of $250,000 other than those as to which the sale transaction has previously closed and (A) are so reflected on Private Company’s financial statements that were made available to Public Company prior to the date hereof through and (B) Private Company or the Closing Date Subsidiaries of a type Private Company have no continuing obligation thereunder, (vi) any agreement relating to the acquisition by Private Company or any Subsidiary of Private Company of any assets, operating business, or the capital stock of any other Person in excess of $250,000 other than those as to which the acquisition has previously closed and (A) are so reflected on Private Company’s financial statements that is described in this Section 4.11(awere made available to Public Company prior to the date hereof and (B) Private Company or the Subsidiaries of Private Company have no continuing obligation thereunder, (vii) any agreement that obligates Private Company or any Subsidiary of Private Company for more than one year and has total projected revenue of at least $2,000,000, and (viii) that certain Share Purchase Agreement, dated April 1, 2017, between AGC Holdings Limited and CSP Alpha Holdings Pte Ltd. (the “Aegis Share Purchase Agreement”); provided, however, that “Private Company Material Contract” does not mean any Private Company Lease. (b) Each Private Company Material Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, effect except as is not reasonably likely, individually to the extent it has previously expired in accordance with its terms or in where the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part failure to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16in

Contracts. (a) Schedule 4.11 annexed hereto sets forth an accurateAll Indebtedness agreement and all contracts, correct and complete list of the following Contractscommitments or covenants, in effect at any time from October 1, 1994 through the date hereof, to which the Company involving obligations or any of its Subsidiaries is or was a party, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each rights of the Company and its Subsidiaries has complied in individual or aggregate value exceeding three hundred thousand Brazilian reais (BRL 300,000.00) per month (including contracts with all commitments clients representing seventy and obligations five percent (75%) of the Company's revenues in the average of the last twelve (12) months as from January 1, 2020, and which are in effect on its part to be performed or observed under each such Contractthis date, except for such noncompliance which is not reasonably likely, individually whether verbally or in writing("Relevant Contracts") were made available in the aggregateData Room or Exhibit 9.1 (xxi) (a). Each of the Relevant Contracts is in full force and effect and constitutes a valid, enforceable and binding obligation of their respective parties, in accordance with their terms. The Company and its Subsidiaries have fulfilled, in all its relevant respects, all contract obligations of the Relevant Agreements and they are not aware of the occurrence of any situation, fact, act, omission or event that, by providing notice, in the course of time, or both, resulting in a default in compliance by the Company, its Subsidiaries with any of these Relevant Agreements. Except as provided in Exhibit 9.1(xxi)(b), neither the Company, nor its Subsidiaries have executed any agreement, contract or covenant that restricts, limits and/or prevents the Company and/or its Subsidiaries from competing in, or performing any business or line of business in any segment. The Company and its Subsidiaries have adopted and continue to have a Material Adverse Effecttake reasonable steps to preserve the good relationship with customers and suppliers and to give strict and full compliance with each of the Relevant Agreements. To the best knowledge of Sellers, there is no circumstance that reasonably may prevent the renewal of each of the Relevant Agreements under the terms currently executed. There is no undeclared agreement that will guarantee future discounts or compensation to customers of the Company without due inquiryand its Subsidiaries. The execution of this Agreement does not create encumbrances on any assets, each party to each such Contract other than credits or assets of the Company and its Subsidiaries has complied under any Relevant Agreement to which the Company and/or its Subsidiaries are parties or the Company and/or its Subsidiaries (including its respective Shares, assets, credits or assets) are subject or connected. The Relevant Agreements with all commitments and obligations on its part to be performed or observed thereunder, except customers do not provide for such noncompliance which is not reasonably likely, individually or the imposition of a fine for breach of contract (excluding indemnification for losses) in an individual amount greater than fifty percent (50%) of the aggregate, to have a Material Adverse Effectcontracted amount. Except as set forth provided in Schedule 4.11 annexed heretoExhibit 7.2(vii), none and by Agreement for Purchase and Sale of Smarkio Shares, the execution of this Agreement and other Transaction Documents does not infringe, conflict, result in default, or early expiration or any violation of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any terms of the Contracts. A-16Relevant Agreements.

Contracts. (a) Section 5.10 of the Seller Disclosure Schedule 4.11 annexed hereto sets forth an accurate, correct and contains a complete list of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, all Contracts to which the Company Seller is a party or any of its Subsidiaries is or was a party, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries it is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property)bound, Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likelythat, individually or in the aggregate, are material to the Product Line or the Assets, including all such items that may involve (i) obligations (contingent or otherwise) of, or payments to, Seller on or after the date hereof relating to the Assets in excess of $25,000, where all Contracts involving the same person or entity shall be aggregated for the purpose of meeting the preceding individual minimum dollar amount; (ii) the transfer, license, covenant not to xxx, use, development, or sharing of any Asset, including Seller’s right in the Seller Intellectual Property, to or from Seller; (iii) the grant of rights to manufacture, produce, assemble, license, distribute, franchise, market or sell the Assets to any other person or entity; (iv) the restricting of or otherwise affecting Seller’s exclusive right to develop, manufacture, assemble, distribute, market, sell or otherwise exploit the Assets (whether by territorial restriction or otherwise) or that prohibit Seller from freely engaging in any business or competing anywhere in the world with regard to the Assets or the Product Line; (v) the indemnification by Seller with respect to infringements of the Seller Intellectual Property other than in the ordinary course of business, pursuant to forms of agreement made available to Buyer; (vi) the creation of an Encumbrance on the Assets; (vii) terms with respect to the Assets or the Product Line that were entered into outside the ordinary course of business or inconsistent with Seller’s past practices; (viii) Contracts relating to the Assets which have a Material Adverse Effect. Each term of more than sixty (60) days and which may not be terminated by Seller (without penalty) within sixty (60) days after the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed delivery of a termination notice by Seller; (ix) creating or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually resulting in any partnership or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company joint venture or any sharing of its Subsidiaries has received revenues, profits, losses, costs or liabilities with respect to the Assets or the Product Line; (x) any notice of a default under settlement, standstill or other agreements entered into in connection with any such Contract and no event litigation, arbitration, mediation or condition has happened or presently exists which constitutes a default orother proceedings, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), each case relating to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16Assets or the Product Line; (xi) Contracts with suppliers of any material components incorporated into the Product Line; and (xii) Contracts with Employees.

Contracts. (a) Schedule 4.11 annexed hereto sets forth an accurate, correct and complete list of the following Contracts, in effect at any time from October 1, 1994 through Prior to the date hereof, WPZ has made available to Parent true and correct copies of, and EXHIBIT 6.9 sets forth a complete and accurate list of, all of the following contracts or commitments of any kind to which the any WPZ Company is a party or any of its Subsidiaries is or was a party, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiarybound: (i) Any material Contracts with respect to Real Property any lease of any interest in any real property (which restrains collectively, the ability of the Company or any of its Subsidiaries to use such Real Property"Leases"), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any lease of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability personal property with aggregate annual rental payments in excess of $100,000; (iii) any agreement to purchase or sell a capital asset or an interest in any business entity for a price in excess of $100,000 or a right of first refusal with respect thereto; (iv) Any material Contract wherein any agreement relating to the Company borrowing or any lending of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority money other than for sale of merchandise advances to employees to cover business expenses in the ordinary course of business; (v) any joint venture contract, partnership contract or similar contract evidencing an ownership interest or a participation in or sharing of profits, (vi) any guaranty, contribution agreement or other agreement that includes any material indemnification or contribution obligation; (vii) Any power any agreement (including any noncompetition agreement) limiting the ability of attorney, proxy any WPZ Company to engage in any line of business or similar instrument granted by in business with any Person or to restricting the geographical area in which any WPZ Company or may engage in any of its Subsidiariesbusiness; and (viii) Any any employment, consulting, management, severance or indemnification contract or agreement with annual obligations in excess of $100,000; (xiv) material contracts which are terminable or contracts with annual obligations in excess of $10,000 under which payments by any WPZ Company may be accelerated upon a change in control of WPZ and (xv) any other Contract related agreement which may involve the payment of an amount over its term in excess of $250,000 or which is material to the business any WPZ Company. None of the Company WPZ Companies is party to any contract or commitment of any of its Subsidiaries, as currently conducted, character which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company could reasonably be expected to the Parent or made available give rise to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each The WPZ Companies have performed in all material respects and, to the Knowledge of WPZ, every other party has performed in all material respects, each term, covenant and condition of each of the Company and its Subsidiaries has complied with all commitments and obligations on its part Contracts that is to be performed by any of them at or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in before the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effectdate hereof. Except as set forth in Schedule 4.11 annexed heretoherein, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default oroccurred that would, after notice or lapse with the passage of time or compliance with any applicable notice requirements or both, would constitute a material default under by any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto)WPZ Company or, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed heretothe Knowledge of WPZ, the Merger will not be considered an assignment of by any other party under any of the Contracts and, to the Knowledge of WPZ, no party to any of the Contracts intends to cancel, terminate or exercise any option under any of such Contracts. A-16.

Contracts. (a) The Disclosure Schedule 4.11 annexed hereto sets forth an accurate, correct and complete list of the following Contracts, a schedule listing all material agreements (whether in effect at any time from October 1, 1994 through the date hereof, writing or oral) to which the Company is a party including: any agreement for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, including any consultancy services; any agreement that cannot be terminated by the Company without any breach or any of its Subsidiaries is financial or was other detriment on more than 30 days notice; any agreement concerning a partycollaboration, by partnership, joint venture or limited liability company venture; any agreement under which the Company has created, incurred, assumed, or guaranteed any of them are bound Indebtedness for borrowed money or pursuant to which the Company or a Lien has been placed on any of its Subsidiaries is assets, tangible or was an obligor intangible; any agreement concerning confidentiality or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing agreement which restricts the Company from engaging in any business anywhere in the world; any agreement between the Company and any Seller (or Affiliate or spouse or relative of profitsthe Seller, as the case may be); (vi) Any material Contract with any Governmental Authority other than for sale agreement under which the Company has advanced or loaned monies to any officer, director, employee or worker of merchandise the Company; any agreement that is not in the ordinary course of business; (vii) Any power any settlement or similar agreement, the performance of which will require the Company to pay, or entitles the Company to receive, after the Closing Date consideration in excess of £5,000; any agreement relating to any acquisition, divestiture, merger or similar transaction which contains representations, warranties, covenants, indemnities or other Liabilities which may still be in effect; any powers of attorney, proxy or similar instrument granted by or ; any contract relating to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business pending capital expenditures of the Company or in excess of £5,000; any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to agreement under which the Company has advanced or loaned any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or other Person amounts in the aggregateaggregate exceeding £5,000; any other agreement (or group of related agreements) the performance of which involves consideration in excess of £10,000; any agreement which as a result of a change of control of the Company, to may terminate, be varied, or trigger any payment or other right or obligation; any agreement which by its operation or termination would have a Material Adverse EffectEffect on the Company. A correct, up to date and complete copy of each written agreement listed in the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement, if any, referred to in such schedule have been made available or delivered to the Buyer. Each agreement is the legal, valid, binding obligation of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contractparties thereto, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, enforceable against each party except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part or affecting creditor rights generally. No party to be performed any agreement is in material breach or observed thereunderdefault, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after occurred that with notice or lapse of time or both, would constitute a default material breach or default, or permit termination, modification, or acceleration, under the agreement. (see Appendix 18) If you require any such Contractfurther information please do not hesitate to call me on 000 0000 0000. Yours sincerely, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16Xxxxx Xxxxxxxx-Xxxxx Appendices

Contracts. (a) Schedule 4.11 annexed 4.13 hereto sets forth an accurate, correct and complete a list of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, all Contracts to which the Company is a party or any of its Subsidiaries is or was a party, by which it is bound, except (a) any written Contract that does not require payment by any party thereto of them are bound or pursuant to which the Company or more than $100,000, (b) any of its Subsidiaries Contract that is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services terminable by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate’ notice or less without the payment of any material penalty or material termination fee, correct (c) any Contract, entered into after the date hereof and complete copies prior to Closing, with Buyer in connection with any transactions contemplated by this Agreement, (d) any Contract entered into in the Ordinary Course of each such written Contract Business after the date hereof and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior 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 non-competition agreements or other Contracts that would limit the Company will provide from or after the Closing, or would limit or purport to limit any Affiliate of the Parent an accurateCompany (including post-Closing Affiliates) from or after the Closing, correct and complete listfrom competing or engaging in any business or geographic area, and make available (ii) any Contract that would contain, impose or purport to the Parent at the Company's offices accurateimpose most favored nation pricing, correct and complete copies, grants or requirements of all written Contracts and written summaries of each oral Contract entered into by exclusivity or minimum purchase requirements on the Company or any Affiliate of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company (including post-Closing Affiliates of the Company) from or after the Closing, (iii) any of its Subsidiaries is indenture, credit agreement or was a party, by which any of them is bound or loan agreement pursuant to which the Company has any Indebtedness for borrowed money (or guarantees thereof) in excess of $100,000, (iv) any Contract of its Subsidiaries is the Company that guarantees the obligations of service providers, vendors, officers, directors, employees, Affiliates or was an obligor others, (v) all Contracts with distributors, buying agents or a beneficiary sales agents, (vi) 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, except as is effect and the Company has not committed any breach thereof that would have or reasonably likely, individually or in the aggregate, be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16.

Contracts. Section 3.11 of the Disclosure Schedule lists all of the Contracts to which Seller is a party that are primarily related to its operation of the Business or by which any Acquired Asset is bound or is subject as of the date hereof and which (a) Schedule 4.11 annexed hereto sets forth an accurateare Contracts, correct and complete list of other than Educational Institution Contracts, that involve individually, or in the following aggregate with all other related Contracts, in effect at excess of one hundred thousand dollars ($100,000) in any time twelve (12) month period and by its terms is not terminable upon thirty (30) days notice, (b) provides for a grant by Seller of “most favored nation” pricing provisions or exclusive marketing rights, (c) obligates Seller to purchase goods or services exclusively from October 1a certain Person, 1994 through (d) concerns the establishment or operation of a partnership, joint venture or limited liability company, (e) imposes (or may impose) a Lien (other than a Permitted Lien) on any Acquired Asset (or any asset that would be an Acquired Asset if the Closing occurred on the date hereof), to which (f) provides for the Company disposition by Seller of any significant assets or any of its Subsidiaries is or was a party, the acquisition by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability Seller of the Company assets or any business of its Subsidiaries to use such Real Propertyanother Person (other than purchases of supplies in the ordinary course of business consistent with past practice), Intangible and Other Property(g) contains any non-solicitation, all Affiliate Contracts (whether non-competition, confidentiality or not material)similar obligations binding Seller or which otherwise prohibits Seller from entering into any line of business, Termination Agreements (whether or not material)from freely providing services or supplying products to any customer or potential customer, Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; part of the world (iii) Any Contract evidencing other than any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise a customer or supplier entered into in the ordinary course of business; , consistent with past practice, otherwise described by this clause (viig) Any power solely because it contains customary confidentiality restrictions), (h) provides for the employment by Seller of attorneyany Person or the service by any Person as a consultant or independent contractor to Seller, proxy or similar instrument granted by imposes any severance obligation on Seller, (i) Seller entered into with any current or to the Company former stockholder, director, officer or employee of Seller or any other Affiliate of its Subsidiaries; and Seller, (viiij) Any other Contract related is a Lease, (k) is, or is required to the business be, listed in Section 3.10 of the Company or Disclosure Schedule, (l) is an Educational Institution Contract that varies in any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months material respect from the date hereof or is not cancelable upon ninety form agreements included in Section 2.6 of the “Project Tango” Internet-based datasite administered by IntraLinks, Inc. (90) days' notice. Accuratethe “Datasite”), correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closingprovided that, the Company will provide parties acknowledge and agree that any Educational Institution Contract that does not contain any variances from such from agreements other than those variances described under the heading “Standard Deviations” in Section 3.11(l) of the Disclosure Schedule shall not be deemed to vary in any material respect from such form agreements or (m) under which the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date consequences of a type that is described in this Section 4.11(a). (b) Each Contract listed Default or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not termination would reasonably likely, individually or in the aggregate, be expected to have a Material Adverse Effect. Each Effect (the Contracts listed or required to be listed in Section 3.11 of the Company Disclosure Schedule being collectively referred to as the “Material Contracts”). Complete copies of each Material Contract, including amendments thereto, have been made available to Buyer by their presence in the Datasite by 5:00 pm Eastern Time on the third (3rd) Business Day prior to the date of this Agreement. All of the Material Contracts and its Subsidiaries all of the Educational Institution Contracts are in full force and effect and are enforceable against Seller and, To Seller’s Knowledge, the other party or parties thereto in accordance with their respective terms, subject to the Enforceability Exceptions. Seller has complied with performed in all commitments and material respects all obligations on its part required to be performed or observed by it pursuant to the Material Contracts and the Educational Institution Contracts, and there is no existing or, To Seller’s Knowledge, threatened Default under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge any of the Company without due inquiryMaterial Contracts or Educational Institution Contracts by Seller or, each To Seller’s Knowledge, any other party to each such Contract other than the Company thereto and its Subsidiaries has complied with all commitments and obligations on its part to be performed there exists no condition or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default orwhich, after notice or lapse of time time, or both, would constitute a default under any such ContractDefault by Seller or, except for such notices and defaults which are not reasonably likelyTo Seller’s Knowledge, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16other party thereto.

Contracts. (a) Schedule 4.11 annexed hereto sets forth an accurate, correct Section 4.13 of the Disclosure Letter lists all the Contracts and complete list arrangements of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, types to which any of the Company Acquired Companies or any of its the Subsidiaries is a party or was a party, by which any of them are them, any of their respective assets or properties or the Acquired Stock is, or will by operation of this Agreement be, bound or pursuant to which liable as of the Company or any of its Subsidiaries is or was an obligor or a beneficiarydate hereof: (i) Any material any Contract or arrangement of any nature which involves an outstanding obligation or liability of more than 150,000 English pounds sterling per annum, except Contracts with respect to Real Property (which restrains the ability are terminable by one of the Company Acquired Companies or any one of its Subsidiaries to use such Real Property)the Subsidiaries, Intangible and Other Propertyas the case may be, all Affiliate Contracts without penalty on no more than thirty (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters30) days' notice; (ii) Any any Contract for capital expenditures or services by the Company arrangement with a sales representative, manufacturer's representative, distributor, dealer, broker, sales agency, advertising agency or other Person that is engaged in sales, distributing or promotional activities and that transacted business with any of its the Acquired Companies or Subsidiaries which involves consideration payable by during the Company or any of its Subsidiaries year ended December 29, 1996 in an amount in excess of $100,000 150,000 English pounds sterling or where transacted business in any fiscal yearthe year ending December 31, 1997 would be likely to exceed 150,000 English pounds sterling; (iii) Any any Contract evidencing or arrangement (including indentures, credit agreements, loan agreements, notes, mortgages, or security agreements) pursuant to which any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company Acquired Companies or any of its the Subsidiaries has agreed made or will make loans or advances, or has or will have incurred debt or become a guarantor or surety or pledged its credit on or otherwise become responsible with respect to a non-competition provision; any undertaking of another (v) Any material joint venture, partnership, cooperative arrangement except for the negotiation or any other material Contract involving a sharing collection of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise negotiable instruments in transactions in the ordinary course of business), in each case other than (A) intercompany debt, (B) debts or other obligations under the Senior Credit Agreement and (C) debt not exceeding 150,000 English pounds sterling; (iv) any lease of personal property requiring payments in excess of 150,000 English pounds sterling in any one year, or any lease of real property in excess of 10,000 English pounds sterling per year; (v) any Contract or arrangement involving any restrictions with respect to the geographical area of operations or scope or type of business of any of the Acquired Companies or any of the Subsidiaries; (vi) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of any of the Acquired Companies or any of the Subsidiaries other than (i) any such agreement entered into in the ordinary course of the Business and related to customs activities; and (ii) any such agreement entered into in the ordinary course of the Business with any sales representative, manufacturer's representative, distributor, dealer or similar agent; (vii) Any power any Contract or arrangement entered into other than by way of attorney, proxy a bargain at arms length which is with an Affiliate of the Guarantor (other than the Acquired Companies or similar instrument granted by or to the Company or any of its Subsidiaries); and (viii) Any other Contract related or arrangement by which it is a member of a joint venture, consortium, partnership or association. (b) Sellers have delivered or made available to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct Purchasers true and complete copies of each such written Contract and written summaries document listed in Section 4.13 of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete listDisclosure Letter, and make available to the Parent at the Company's offices accurate, correct a written and complete copies, of all written Contracts and written summaries fair description of each oral Contract entered into by arrangement so listed. (c) In the Company year ending on the date of this Agreement no substantial customer or any supplier of the Business has or indicated in writing an intention to stop trading with or supplying the Business or indicated in writing an intention to reduce its supplies or changed or indicated in writing an intention to change materially the terms upon which it is prepared to trade or supply with the Business. (d) No third party has given written notice of its Subsidiaries from the date hereof through the Closing Date of a type that is described intention to terminate or has in this Section 4.11(a). (b) Each Contract listed writing sought to repudiate or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of disclaim any of the Contracts. A-164.14

Contracts. (a) Schedule 4.11 annexed hereto sets forth an accurate, correct and complete list Section 3.10 of the following ContractsIM Disclosure Schedule lists or describes, in effect at any time from October 1, 1994 through as of the date hereof, and (except as set forth in Section 3.10 of the IM Disclosure Schedule) copies have been made available to Azteca, all contracts, agreements and instruments (other than IM Benefit Plans, Leases, purchase orders and any contracts, agreements and instruments between IM or any IM Subsidiary, on the one hand, and any other IM Subsidiary, on the other hand) to which the Company IM or any of its Subsidiaries IM Subsidiary is a party or was a partyto which their respective assets, by which any of them property or business are bound or pursuant to subject as of the date hereof, which the Company (a) IM or any IM Subsidiary has made payments under of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of more than $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) calendar months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurateended December 31, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). 2012; (b) Each Contract listed are IM Affiliation Agreements or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or Retransmission Consent Agreements pursuant to which the Company IM or any IM Subsidiary has received payments pursuant to of more than $200,000 in the twelve (12) calendar months ended December 31, 2012; (c) are contracts, agreements or instruments relating to Indebtedness, including surety bonds, performance bonds and letters of credit; (d) are partnership, joint venture or similar agreements; (e) are contracts, agreements or instruments which restrict IM or any IM Subsidiary from engaging in any material aspect of its Subsidiaries is business anywhere in the world as conducted on the date hereof; (f) involve any standstill or was an obligor similar arrangement in effect on the date hereof; (g) grant any counterparty a right of first refusal, first offer or a beneficiary first negotiation; or (h) IM or any IM Subsidiary has granted any exclusive marketing, sales representative relationship, franchising consignment or distribution right to any third party (collectively, the contracts listed in Section 3.10 of the IM Disclosure Schedule are referred to herein as the "IM Material Contracts"). With respect to all IM Material Contracts, neither IM, any IM Subsidiary nor, to the knowledge of IM, any other party to any such contract is in full force breach thereof or default thereunder and effectthere does not exist under any IM Material Contract any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by IM, any IM Subsidiary or, to the knowledge of IM, any other party, in each case except for such breaches, defaults and events as is not reasonably likelyto which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each be material to the operation of the Company business of IM and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contractthe IM Subsidiaries, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have taken as a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16whole.

Contracts. Except for such items with respect to the purchase of goods (aon a "spot" basis) Schedule 4.11 annexed hereto sets forth an accuratefor resale in the ordinary course of business or intercompany transactions between or among the Company and/or Company Subsidiaries, correct and SCHEDULE 4.14 is a complete list of the following Contractsall written contracts, in effect at any time from October 1agreements, 1994 through the date hereofcommitments, leases, sales contracts and other agreements to which the Company or any of its the Company Subsidiaries is a party which provide for the receipt or was expenditure by the Company or any Company Subsidiary after the date of this Agreement, of more than $250,000 (receipt) or $500,000 (expenditure) (or, in either case, its equivalent in non-cash consideration) per year (all agreements, arrangements or commitments required to be identified in SCHEDULE 4.14 being hereinafter referred to as the "CONTRACTS"). Schedule 4.14 also includes a partycomplete list of (i) all individual orders (other than pursuant to Contracts) for the purchase of goods for resale in excess of $1 million since January 1, by which 1999 and (ii) all contracts with fast-food or motel franchisors. Except as disclosed in the Schedules to this Agreement, there is no agreement or arrangement between the Company (or any Company Subsidiary) and any Stockholder (or any affiliate of them are bound or any Stockholder) pursuant to which the Company (or any of its Subsidiaries is Company Subsidiary) will have any Liability or was an obligor or a beneficiary: obligation (i) Any material Contracts with respect to Real Property (which restrains following the ability of the Company Closing, or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures following the Applicable Time (unless, in the case of this clause (ii), such Liability or services obligation is either a Company Closing Cost or is reflected as a Liability in the Actual Net Asset Value). True and correct copies of all the Contracts (including all written amendments thereto) identified in SCHEDULE 4.14 have been made available to Purchaser. Except as set forth on SCHEDULE 4.14, (i) all Contracts are valid and existing, and the Company and the Company Subsidiaries, and to the Company's knowledge, the other parties thereto have duly performed their obligations thereunder in all material respects to the extent such obligations have accrued, and (ii) no breach or default thereunder by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtednessSubsidiary or, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a partyknowledge, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries other party thereto has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16occurred.

Contracts. (a) Section 3.8 of the Disclosure Schedule 4.11 annexed hereto sets forth an accurate, correct and complete contains a list of the following Contractsall written or oral contracts, in effect at any time from October 1agreements, 1994 through the date hereof, guarantees or other commitments to which the Company or any of its Subsidiaries Subsidiary is or was a party, by party and which fall within any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiaryfollowing categories: (i) Any “material Contracts contracts” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) joint venture, partnership and similar agreements; (iii) any contract with respect to Real Property (which restrains the ability an employee of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether Subsidiary that provides for employment for a fixed term or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor mattersfor severance benefits upon termination; (iiiv) Any Contract for capital expenditures contracts that contain minimum noncontingent purchase conditions or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries requirements in excess of $100,000 150,000 in any fiscal year; year 2008 (iii) Any Contract evidencing any indebtedness or for borrowed money in excess of fiscal year 2009, $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness75,000 through June 30, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision2009); (v) Any material joint ventureany agreement pertaining to any acquisition, partnershipdivestiture, cooperative arrangement merger or any acquisition of assets that contain representations, covenants, indemnities or other material Contract involving a sharing of profitsobligations, whether fixed or contingent, that are on this date still in effect; (vi) Any material Contract with any Governmental Authority other than for sale agreement prohibiting the payment of merchandise dividends or distributions in respect of the ordinary course capital stock of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viiivii) Any indentures, mortgages, promissory notes, loan agreements, guarantees of amounts in excess of $150,000, letters of credit or other Contract related to the business agreements or instruments of the Company or any Subsidiary or commitments for the borrowing or the lending of its Subsidiaries, as currently conducted, which provides for a period amounts in excess of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into $150,000 by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is Subsidiary. The contracts and other commitments described in this Section 4.11(a). (b) Each Contract listed or 3.8 are collectively referred to on Schedule 4.11 to which as “Material Contracts,” whether or not listed in Section 3.8 of the Disclosure Schedule. All of the Material Contracts are valid and binding obligations of the Company or any a Subsidiary and, to the Knowledge of its Subsidiaries is or was a partythe Company, by which any the valid and binding obligation of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effecteach other party thereto, except as is would not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each Neither the Company nor any Subsidiary nor, to the Knowledge of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such ContractCompany, except for such noncompliance which any other party thereto, is not reasonably likely, individually in violation of or in default in respect of, nor has there occurred any event or condition which with the aggregatepassage of time or giving of notice (or both) could constitute a default under, to any Company Material Contract which, in any such case, would have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16.

Contracts. (ai) Schedule 4.11 annexed hereto sets forth 4.2(q) lists all written or oral contracts, agreements, guarantees, leases and executory commitments which are not terminable on thirty (30) or fewer days notice without penalty or liability (each an accurate, correct "Agreement") to which Seller is a party and complete list which fall within any of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, to which the Company or any of its Subsidiaries is or was a party, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiarycategories: (iA) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or Agreements not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise entered into in the ordinary course of Seller's business, (B) joint venture, partnership and similar agreements, (C) Agreements which are service contracts or equipment leases involving payments by Seller of more than $25,000 per year, (D) Agreements containing covenants purporting to limit the freedom of Seller to compete in any line of business in any geographic area or to hire any individual or group of individuals, (E) Agreements which after the Time of Closing would have the effect of limiting the freedom of Buyer or its subsidiaries to compete in any line of business in any geographic area or to hire any individual or group of individuals, including any Agreements with distributors granting any exclusive rights, (F) Agreements which contain minimum purchase conditions or requirements or other terms that restrict or limit the purchasing relationships of Seller or its affiliates, or any customer, licensee or lessee thereof, (G) Agreements relating to any outstanding commitment for capital expenditures in excess of $25,000, (H) Agreements relating to the lease or sublease of or sale or purchase of real or personal property involving any annual expense or price in excess of $25,000 and not cancelable by Seller (without premium or penalty) within one month, (I) Agreements with any labor organization, (J) indentures, mortgages, promissory notes, loan agreements, guarantees of amounts in excess of $25,000, letters of credit or other agreements or instruments of Seller or commitments for the borrowing or the lending of amounts in excess of $25,000 by Seller or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of Seller, (K) Agreements which are fixed price or other risk sharing agreements with customers not cancelable by Seller (without premium or penalty) within one month; (viiL) Any power of attorney, proxy Agreements involving annual revenues or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related expenditures to the business of Seller in excess of 3.0% of Seller's annual revenues, (M) Agreements providing for "earn-outs" or other contingent payments involving more than $25,000 over the Company term of the Agreement and (N) Agreements with or for the benefit of any affiliate (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) of its Subsidiaries, as currently conducted, which provides for a period Seller or immediate family member thereof. All such Agreements are valid and binding obligations of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregateSeller and, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of Seller, the Company without due inquiry, valid and binding obligation of each other party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effectthereto. Except as set forth in Schedule 4.11 annexed hereto4.2(q), none neither Seller nor, to the knowledge of the Company Seller, any other party thereto is in violation of or any of its Subsidiaries in default in respect of, nor has received any notice of a default under any such Contract and no there occurred an event or condition has happened or presently exists which constitutes a default or, after notice or lapse with the passage of time or giving of notice (or both, ) would constitute a default under or permit the termination of, any Agreement. Seller has complied with and properly discharged the obligations of Seller arising under any Agreements granting to third parties any rights of first refusal or rights of negotiation as a result of the transactions contemplated by this Agreement, and all such third parties have irrevocably waived any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16rights.

Contracts. (aSchedule 5(l) Schedule 4.11 annexed hereto sets forth an accurate, correct and complete list of the Disclosure Schedules lists each agreement of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, types to which the Company is a party or any of its Subsidiaries is or was a party, by which any of them are bound or pursuant that otherwise relate to which the Company or any of its Subsidiaries is or was an obligor or a beneficiaryBusiness: (i) Any material Contracts agreement with respect to Real Property (which restrains the ability of the Company any Material Advertiser, Material Partner, Material Customer or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor mattersMaterial Vendor; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority customer, partner, vendor or other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted agreement that involves payments by or to the Company or the Business of an annual amount in excess of $50,000; (iii) lease of personal property by the Company or under which the Company is lessor; (iv) Employment Agreements (including any director appointment) with annual compensation or fees in excess of its Subsidiaries$50,000; and (viiiv) Any other Contract related to agreement containing covenants that restrict the business activities of the Company or the Business; (vi) agreement under which the Company or the Business has granted a “most favored nation” or similar provision, or a material, non-standard pricing discount; (vii) agreement under which the Company or the Business is required to pay any guaranteed minimum or purchase exclusively from a particular party; (viii) agreement relating to any material Intellectual Property Asset, including any license (whether inbound or outbound) or other agreement otherwise affecting the ability of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent use, disclose or made available enforce material Intellectual Property Assets; (ix) agreement relating to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, Indebtedness of all written Contracts and written summaries of each oral Contract entered into by the Company or borrowing money or placing an Encumbrance on any assets or equity interests of its Subsidiaries from the date hereof through Company; (x) agreement with respect to the Closing Date lending or investing of the Company’s funds; (xi) contract with any Governmental Authority or any university or other educational institution; (xii) settlement, conciliation or similar agreement with a type Governmental Authority or that is described in this Section 4.11(a). imposes any monetary or other material obligation upon the Company; (bxiii) Each Contract listed all contracts that relate to the acquisition or referred to on Schedule 4.11 disposition of any business, a material amount of equity or assets of any other Person or any real property (whether by merger, sale of shares or other equity interests, sale of assets or otherwise and to which the Company has any remaining material liability); (xiv) are guaranties, performance, bid or completion bonds, surety and appeal bonds, standby letters of credit, return of money bonds, and surety or indemnification agreements; (xv) any of its Subsidiaries is or was a party, by which any of them is bound or pursuant contracts to which the Company is a party that include any agreement of commitment to make a loan or contribution to any joint venture or partnership; (xvi) all contracts between or among the Company on the one hand and Seller or any Affiliate of Seller (other than the Company) on the other hand; and (xvii) any other agreement that is material to the Business or creates a material liability or obligation for the Company. With respect to each agreement listed or required to be listed in Schedule 5(l) of the Disclosure Schedules (each, a “Material Contract”), (A) such agreement is a legal, valid and binding obligation of the Company, enforceable in accordance with its Subsidiaries is or was an obligor or a beneficiary term and is in full force and effect, except as is not reasonably likely(B) there has been no breach or default, individually request for or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default termination or amendment, or material dispute under any such Contract agreement and (C) to the Seller’s knowledge, no event or condition circumstance has happened or presently exists which constitutes a default oroccurred that, after with notice or lapse of time or both, would constitute a an event of default under any such Contract, except for such notices and defaults which are not reasonably likely, individually Material Contract or result in a termination thereof or would cause or permit the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment acceleration or other changes of any right or obligation or the loss of the any benefit thereunder. The Company has provided to Buyer true and complete copies of all Material Contracts. A-1621

Contracts. (a) Schedule 4.11 annexed hereto sets forth an accurate, correct and complete list Seller has delivered or listed in Section 2.15 of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, to which the Company or any of its Subsidiaries is or was a party, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible Disclosure Schedule and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, Purchaser copies of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(aMaterial Agreements (as hereinafter defined). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed heretoSection 2.15 of the Disclosure Schedule, each Material Agreement is in full force and effect and, to the knowledge of Seller and the Seller Subsidiaries, is valid and enforceable by the applicable Seller Subsidiary in accordance with its terms. Except as set forth in Section 2.15 of the Disclosure Schedule, none of Seller Subsidiaries is in default in the Company observance or the performance of any of its Subsidiaries has received any notice of a default term or obligation to be performed by it under any such Contract and no Material Agreement; to the knowledge of Seller there does not exist any event or condition has happened or presently exists which constitutes a default orthat, after with the giving of notice or the lapse of time or both, would constitute a breach of or a default under any such ContractMaterial Agreement; and to the knowledge of Seller, there have been no intentional waivers or releases of any rights or remedies of any Seller Subsidiaries under any Material Agreement except for such notices and breaches, defaults which are not reasonably likelyor waivers the effect of which, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto)aggregate, to would not have a Seller Material Adverse Effect. Except as set forth To the knowledge of Seller and the Seller Subsidiaries, no other person is in Schedule 4.11 annexed heretodefault in the observance or the performance of any term or obligation to be performed by it under any Material Agreement. As used in this Agreement, "MATERIAL AGREEMENT(S)" shall mean each agreement, arrangement, instrument, bond, commitment, franchise, indemnity, indenture, lease, license or understanding to which any Seller Subsidiary is a party or to which any Seller Subsidiary or any of its respective properties is subject that (i) obligates any Seller Subsidiary to pay an amount in excess of $150,000 in any twelve-month period beginning after December 31, 1997, (ii) provides for the extension of credit, (iii) provides for a guaranty by any Seller Subsidiary of obligations of others in excess of $150,000, (iv) constitutes an employment agreement or personal service contract not terminable on less than sixty (60) days' notice without penalty, (v) expressly limits, in any material respect, the Merger will not be considered an assignment ability of any Seller Subsidiary to engage in any line of business, compete with any person or expand the nature or geographic scope of its business, (vi) creates a joint venture, (vii) since January 1, 1996, involved the acquisition or disposition of a portion of the Contractsbusiness or assets of any Seller Subsidiary that provided for an aggregate purchase price in excess of $5,000,000 (other than the sale of obsolete equipment or materials, in each case, in the ordinary course of business) (the "DISPOSED BUSINESSES"), (viii) producer agreements that the Insurance Subsidiaries have entered into with the ten largest producers overall for the Insurance Subsidiaries taken as a whole and (ix) all excess of loss, quota share and aggregate stop reinsurance agreements and reinsurance assumed or fronting arrangements. A-16Notwithstanding the foregoing, the term "MATERIAL AGREEMENT(S)" does not include insurance contracts (including runoff contracts, reinsurance (other than as provided in clause (ix) above), retrocession agreements, surety agreements and financial guaranties, structured annuities for settlement of claims, agreements entered into with parties identified on Schedule M of the STAT Financial Statements, incentive commission agreements and agent and broker agreements (other than as provided in clause (viii) above)) entered into by the Seller Subsidiaries in the ordinary course of the insurance business except as specifically described above.

Contracts. (a) Schedule 4.11 annexed hereto sets forth an accurate, correct and complete list Section 4.12 of the Xxxxx Disclosure Letter lists the following Contracts, in effect at any time from October 1, 1994 through the date hereof, Contracts (i) to which the any Xxxxx Company is a party or any of its Subsidiaries is or was a party, by which any of them are Xxxxx Company is bound or pursuant to which any asset of any Xxxxx Company is subject or under which any Xxxxx Company has any rights or the performance of which is guaranteed by any Xxxxx Company or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any that either involve amounts of $1,000,000 and a duration of eighteen months or longer or involve amounts of $5,000,000 or more regardless of duration (collectively, with the Xxxxx Leases, Licenses and Insurance Policies, the “Xxxxx Material Contracts”); provided, that the limitations in this clause (ii) do not apply to clauses (D), (F) and (M) below: (A) each Contract for capital expenditures (or series of related Contracts) that involves delivery or receipt of products or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise that was not entered into in the ordinary course of business; (viiB) Any each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property, including each Xxxxx Lease and License; (C) each licensing agreement, consent agreement, coexistence agreement, settlement agreement or other Contract with respect to Intellectual Property, including any agreement with any current or former Employee, consultant, or contractor regarding the appropriation or the non-disclosure of any Intellectual Property, except “shrink wrap” and “click-through” licenses to commercially available “off the shelf” software; (D) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees; (E) each joint venture, partnership or Contract involving a sharing of profits, losses, costs or Liabilities with any other Person; (F) each Contract containing any covenant that purports to restrict the business activity of any Xxxxx Company or limit the freedom of any Xxxxx Company to engage in any line of business or to compete with any Person; (G) each Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (H) each power of attorney; (I) each Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any Xxxxx Company to be responsible for consequential, proxy incidental or punitive damages; (J) each Contract (or series of related Contracts) for capital expenditures; (K) each written warranty, guaranty or other similar instrument granted by undertaking with respect to contractual performance other than in the ordinary course of business; (L) each Contract for Indebtedness; (M) each employment or to the Company or any of its Subsidiariesconsulting Contract; and (viiiN) Any other each Contract related to the business of the Company which any Stockholder or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment Related Person of any Stockholder or of the Contracts. A-16any Xxxxx Company is a party or otherwise has any rights, obligations or interests.

Contracts. Ventures has made available to Purchaser a copy or description of any outstanding written or oral (a) Schedule 4.11 annexed hereto sets forth an accurate, correct and complete list contract or arrangement for the employment of any person by any of the following ContractsWired Companies providing for cash compensation equal to or greater than $100,000 per annum, in effect at any time from October 1, 1994 through the date hereof, (b) collective bargaining agreement to which the Company or any of its Subsidiaries the Wired Companies is or was a party, by which (c) mortgage, indenture, credit facility, note or installment obligation or other instrument or contract for or relating to any borrowing of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money amount in excess of $50,000 or by any of the Wired Companies (other than intercompany borrowings between the Wired Companies), (d) guaranty of any loan obligation for the deferred purchase price of Assets in excess of $100,000 50,000 by any of the Wired Companies (excluding normal trade payablesany endorsement made in the ordinary course of business for collection), (e) agreement between any of the Wired Companies and any holder of 5% or guaranteeing any indebtedness, obligation or liability in excess more of $100,000; (iv) Any material Contract wherein the Company outstanding Ventures Capital Stock or any officer or director of its Subsidiaries has agreed to a non-competition provision; any Wired Company, (vf) Any material joint venturelease of real or personal property under which any of the Wired Companies is lessor, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise except equipment leases entered into in the ordinary course of business; , (viig) Any power lease of attorneyreal property under which any of the Wired Companies is lessee involving annual rentals in excess of $50,000, proxy (h) lease of personal property under which any of the Wired Companies is lessee and under which any such entity is obligated to make annual aggregate payments of more than $50,000, (i) agreement for the purchase by any of the Wired Companies of equipment involving outstanding commitments in excess of $50,000, (j) agreement materially limiting the freedom of any of the Wired Companies to compete in any line of business, with any person or similar instrument granted other entity or in any geographical area, (k) other agreement, contract or obligation of any of the Wired Companies calling for or involving the payment by or to the any Wired Company, potential payment by or to any Wired Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiariesaccrued obligation by such company, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date earliest date such agreement, contract or obligation can be terminated unilaterally without material penalty by such company, of a type that is an amount in excess of $100,000, (l) any contract, arrangement or understanding not otherwise identified on the Disclosure Schedule and relating to the acquisition, issuance or transfer of any securities, (m) any material contract, arrangement or understanding having more than one year remaining on its term and relating to the acquisition, transfer, distribution, use, development, sharing or license of any Intellectual Property Rights, and (n) any outstanding offer, commitment or obligation to enter into any contract or arrangement of the nature described in subsections (a) through (m) of this Section 4.11(a)subsection 2.15. A list or description of each of the items described in the previous sentence (b"Material Contracts") Each Contract listed or referred to is set forth on Schedule 4.11 to which 2.15. Except as disclosed in Schedule 2.15, all of the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is Material Contracts are in full force and effecteffect and, except as is not reasonably likely, individually or in the aggregate, to have a each Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is there does not reasonably likely, individually or in exist thereunder any material breach on the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16Wired Companies, nor (to the best knowledge of the Wired Companies) is any other party in material breach of any Material Contract, and there does not exist any event, occurrence or condition, including the consummation of the transactions contemplated hereunder, which (after notice, passage of time, or both) would constitute a material breach thereunder on the part of any of the Wired Companies.

Contracts. (a) Except as set forth on Schedule 4.11 annexed hereto sets forth an accurate3.1(l), correct and complete list of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, to which the Company or any of its Subsidiaries is or was a party, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any each written agreement that would be material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from as a whole (a "Material Contract"): (A) the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Material Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or ; (B) the Material Contract will continue to be in full force and effect on identical terms immediately after the aggregate, to have a Material Adverse Effect. Each of Merger Date; (C) neither the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or nor any of its Subsidiaries has received (nor, to the Knowledge of the Company, any notice of a other party) is in material breach or default under (including, with respect to any such Contract express or implied warranty), and no event or condition has happened or presently exists occurred which constitutes a default or, after with notice or lapse of time or both, both would constitute a material breach or default or permit termination, modification, or acceleration, under any such Material Contract, except for any breaches, defaults, terminations, modifications or accelerations which have been cured or waived; and (D) to the Knowledge of the Company, no party has repudiated any material provision of any such notices Material Contract. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries is a party to any verbal contract, agreement, or other arrangement which, if reduced to written form, would be a Material Contract. Correct and defaults which are not reasonably likelycomplete copies of the general forms of client engagement and services used by the Company and each of its Subsidiaries have been made available to Xxxxxxx. Except for those Material Contracts set forth on Section 3.1(l) of the Disclosure Schedule, individually neither the Company nor any of its Subsidiaries is a party to any fixed fee or capped price contracts or engagement arrangements (the "Fixed Rate Engagements"), nor does the Company nor any of its Subsidiaries have any outstanding offers, bids or proposals to perform any services on a fixed fee or capped basis in an amount in excess of $1,500,000 per year. With respect to the Company's Fixed Rate Engagements, the ratio of the amount of revenues recognized to date (in the aggregate (together with aggregate) by the items set forth in Schedule 4.11 annexed hereto), Company compared to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment amount of any revenues payable thereunder is reasonably proportionate to the ratio of the Contracts. A-16amount of work completed under such Fixed Rate Engagements to the work required thereunder.

Contracts. (aA) Section 4(a)(vii)(A) of the Stockholders’ Disclosure Schedule 4.11 annexed hereto sets forth an accurate, correct and complete list lists each of the following types of contracts or agreements (such contracts or agreements, the “Material Contracts, ”) in effect at any time from October 1, 1994 through as of the date hereof, of this Agreement to which the any Company or Designated Subsidiary is a party (specifically excluding (x) any of its Subsidiaries is Resident Leases, (y) any contract or was a partyagreement that will no longer be in effect following the Closing and (z) any contract or agreement that is, or at the Closing will be, terminable at-will (as defined below) or terminable upon not more than ninety (90) days’ notice by which any of them are bound or pursuant to which the such Company or Designated Subsidiary without penalty): (1) employment or consulting agreement requiring payment by a Company or Designated Subsidiary in excess of $250,000 in any of calendar year remaining in its Subsidiaries is term, (2) agreement containing an active and effective covenant not to compete or was an obligor standstill that prohibits or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains materially restricts the ability of any of the Companies or Designated Subsidiaries to compete in any line of business or with any Person, (3) operating lease of tangible personal property requiring payment by a Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries Designated Subsidiary in excess of $100,000 in any fiscal calendar year remaining in its term, (4) agreement for the purchase of supplies or products which requires performance over a period of more than one year and the payment of an amount in excess of $500,000 in any calendar year; , (iii5) Any Contract lease or sublease of real property by any Company or Designated Subsidiary to or from other Persons, (6) management agreement (i.e., agreement providing for the management and/or operation of any of the Facilities or any other assisted-living facility, and specifically excluding management agreements between two or more of the Companies and/or Company Subsidiaries), (7) contract or agreement between RCI Insurance Company, Xxxxxxx Channel Indemnity Inc. or Mystic River Insurance Inc., on the one hand, and any Person that is not a Company or a Company Subsidiary, on the other hand, and any insurance policy issued by any of RCI Insurance Company, Xxxxxxx Channel Indemnity Inc. or Mystic River Insurance Inc., (8) contract or other agreement with or for the benefit of any Governmental Authority requiring payment by a Company or Designated Subsidiary in excess of $250,000 in any calendar year remaining in its term, (9) note, loan agreement, letter of credit, bond, mortgage, guarantee or other similar contract, agreement or other instrument entered into by any Company or any Designated Subsidiary evidencing or establishing the terms of or guaranteeing any indebtedness for borrowed money (including, for this purpose, any Facility financing structured as a capital lease), (10) contract or agreement relating to the development or construction of, or additions or expansions to, any Facility under which any Company or any of the Designated Subsidiaries currently has, or expects to incur, an obligation in excess of $50,000 500,000, (11) contract or obligation agreement providing for the deferred purchase price of Assets sale, lease or sublease of, or option to sell, lease or sublease, any Facility or the purchase, lease or sublease of, or option to purchase, lease or sublease any Facility or other real estate, (12) contract or agreement pursuant to which any Company or Designated Subsidiary is or may be obligated to make payments, contingent or otherwise, in excess of $100,000 250,000 on account of or arising out of prior acquisitions or sales of real estate or other assets, (excluding normal trade payables13) contract or guaranteeing agreement requiring any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or Designated Subsidiary to provide any funds to, or make any investment (in the form of its Subsidiaries has agreed a loan, capital contribution or otherwise) in any other Person (other than between a Company and/or Designated Subsidiary and another Company and/or Designated Subsidiary), (14) any interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a non-competition provision; hedging transaction, (v15) Any material contract or agreement of the Companies or the Designated Subsidiaries with third parties relating to a joint venture, partnership, cooperative arrangement limited liability company or strategic alliance of any other material Contract involving a sharing of profits; Company or Designated Subsidiary, and (vi16) Any material Contract with any Governmental Authority written agreement (other than for sale of merchandise in the ordinary course of business; (viiany Permitted Lien) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described not already identified above in this Section 4.11(a). (b4(a)(vii)(A) Each Contract listed or referred to on Schedule 4.11 to which the by its terms will not expire and is not terminable by any Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant Company Subsidiary prior to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each third anniversary of the Company date hereof. A contract or agreement is “terminable at-will”, as that expression is used in this Section 4(a)(vii)(A), if it expressly provides that it is terminable at-will, regardless of whether any covenant of good faith and its Subsidiaries has complied with all commitments and obligations on its part to fair dealing may be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or implied as a matter of law in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together connection with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16termination thereof.

Contracts. Except as shown on the La Salle Disclosure Schedule, neither of the DEL Partnerships, the La Salle Partnerships nor any of the La Salle Subsidiaries is a party to or subject to: (a) Schedule 4.11 annexed hereto sets forth an accurateany employment contract with any officer, correct and complete list of the following Contractsconsultant, in effect at any time from October 1, 1994 through the date hereof, to which the Company director or any of its Subsidiaries is or was a party, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor mattersemployee; (iib) Any Contract any plan or contract or arrangement providing for capital expenditures bonuses, pensions, options, deferred compensation, retirement payments, profit sharing, or services by the Company like; (c) any lease of real or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries personal property with a remaining term in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness one year or calling for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability yearly lease payments in excess of $100,000; (ivd) Any material Contract wherein any agreement for the Company purchase, sale or other disposition of any materials, equipment, supplies or inventory in an amount in excess of its Subsidiaries has agreed to $100,000 for a non-competition provision; (v) Any material joint ventureparticular contract, partnership, cooperative arrangement except individual purchase or any other material Contract involving sales orders from suppliers having a sharing term of profits; (vi) Any material Contract with any Governmental Authority other less than for sale of merchandise three months incurred in the ordinary course of business; (viie) Any power of attorneyany instrument creating a lien or evidencing or related to indebtedness for borrowed money; (f) any franchise, proxy manufacturer's representative, distributorship or similar instrument granted agreement; (g) any material contract containing covenants not to enter into or consummate the transactions contemplated hereby or which will be terminated or modified by or the carrying out of such transactions; (h) any agreement relating to the Company provision of property management, tenant representation, agency leasing or other similar services by the La Salle Partnerships or the La Salle Subsidiaries; or (i) any other material contract or agreement not of the type covered by any of its Subsidiaries; and (viii) Any the other Contract related to the business specific items of this section. Each of the Company or any of its Subsidiariescontracts, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete listinstruments, and make available to other documents described on the Parent at the Company's offices accurate, correct La Salle Disclosure Schedule is valid and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as and a true and complete copy thereof has been made available to the Stockholders. The DEL Partnerships, the La Salle Partnerships and each of the La Salle Subsidiaries is not in default, or to the knowledge of La Salle Management, alleged to be in default, in any material respect under any contract, instrument, obligation or other document to which it is a party or by which it is bound, which could reasonably likely, individually or in the aggregate, be expected to have a La Salle Material Adverse Effect. Each Except as shown on the La Salle Disclosure Schedule, the consummation of the Company and its transactions contemplated by this Agreement will not cause a default under, or provide any right of termination with respect to, any contract, instrument, obligation or other document to which any of the DEL Partnerships, the La Salle Partnerships or any of the La Salle Subsidiaries has complied with all commitments and obligations on its part to is a party or by which any of the DEL Partnerships, the La Salle Partnerships or any of the La Salle Subsidiaries is bound, which could reasonably be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, expected to have a La Salle Material Adverse Effect. To the knowledge of La Salle Management, no party with whom the Company without due inquiryDEL Partnerships, each party to each such Contract other than the Company and its La Salle Partnerships or any of the La Salle Subsidiaries has complied with all commitments and obligations on its part to an agreement is in default thereunder in any material respect that could reasonably be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, expected to have a La Salle Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16.

Contracts. (a) Section 3.13(a) of the Company Disclosure Schedule 4.11 annexed hereto sets forth an accurate, correct a true and complete list of each Contract in effect as of the date hereof of the Company or any Company Subsidiary that is included within any of the following Contractscategories: (i) any Contract that materially limits the freedom of the Company, any Company Subsidiary or any of the Company’s current or future affiliates to compete in any line of business or sell, supply or distribute any product or service, in effect at each case, in any time from October 1geographic area, 1994 through or to hire any individual or group of individuals, (ii) any Contract with a customer providing for annual payments or receipts in excess of $1,000,000 (determined on the date hereof, basis of aggregate payments to which the Company or any of the Company Subsidiaries over the four consecutive fiscal quarter period ended September 30, 2011, (iii) any Contract that by its terms limits the payment of dividends or other distributions by the Company or any Company Subsidiary, (iv) any Contract that grants any material right of first refusal or right of first offer or similar right or that materially limits or purports to materially 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, (v) any Contract for the acquisition or disposition of assets or a Person that was entered into outside the ordinary course of business involving a purchase price in excess of $5,000,000 or that contains “earn-out” provisions or other contingent payment obligations that are payable after the date of this Agreement, (vi) any divestiture Contract that contains ongoing indemnification or other material obligations of the Company or any Company Subsidiary, (vii) each Contract relating to indebtedness for borrowed money or the guaranty of repayment of indebtedness for borrowed money, except any such Contract with 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 penalty, (viii) any lease, sublease or other Contract with respect to the Leased Real Property (Lease Agreements) involving payments by the Company or the Company Subsidiaries is in excess of $2,000,000 in 2010 or was a partyany year thereafter, by which (ix) any of them are bound or Contract pursuant to which the Company or any Company Subsidiary has granted most favored nation pricing or preferred pricing (pursuant to which the pricing terms granted to a third party is expressly required to be modified as a result of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services reduction in pricing granted by the Company or any Company Subsidiary to any other Person) to any third party and which obligations will be effective after the date of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal yearthis Agreement; (iiix) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint ventureoriginal equipment manufacturer, partnership, cooperative arrangement joint marketing, joint development or any other material Contract involving a sharing of profitsjoint venture Contract; (vixi) Any all material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any Company Subsidiary is authorized to market, distribute or resell any product, service or Intellectual Property of its Subsidiaries any third party, other than pursuant to licenses to Commercially Available Software; (xii) any material Contract with any Governmental Entity; (xiii) any Contract with data hosting providers or material application providers; (xiv) any Contract relating to the settlement of any civil, administrative or judicial proceedings within the past five years; or (xv) any other “material contract” (as such term is or was an obligor or a beneficiary is defined in full force and effect, except as is not reasonably likely, individually or in Item 601(b)(10) of Regulation S-K of the aggregate, to have a Material Adverse EffectSEC). 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 3.13 of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed Disclosure Schedule, whether or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or disclosed in the aggregate, to have a Material Adverse Effect. To the knowledge Section 3.13 of the Company without due inquiryDisclosure Schedule, is referred to herein as a “Company Material Contract.” True and complete copies of each party Company Material Contract have been made available to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed Parent, or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together publicly filed with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16SEC.

Contracts. Schedule 5.9 lists, and Applied Optronics has heretofore furnished or made available to ESC complete and accurate copies of (or, if oral, Schedule 5.9 states all material provisions of), (a) Schedule 4.11 annexed hereto sets forth an accurateevery loan, correct credit, escrow, security, mortgage, guaranty, pledge, buy- sell, letter of credit, supply, distribution, manufacturer's representative, dealer, agency, lease, licensing, franchise, development, joint development, joint venture, noncompetition, research and complete list of the following Contractsdevelopment, in effect at any time from October 1or similar contract, 1994 through the date hereof, agreement or understanding to which Applied Optronics is a party or may be bound, (b) every employment or consulting agreement or arrangement with or for the Company benefit of any director, officer, employee, other person or shareholder of Applied Optronics or any of its Subsidiaries is affiliate thereof, (c) every contract, agreement or was a party, by which any of them are bound or pursuant understanding to which the Company Applied Optronics is a party that could reasonably be expected to involve payments by or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries Applied Optronics in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 50,000, or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) could have a Material Adverse Effect, or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise that was not made in the ordinary course of business; , (viid) Any power every agreement or contract between Applied Optronics and any of attorneyApplied Optronics' officers, proxy directors or similar instrument granted more than 5% shareholders or any entity in which any of Applied Optronics' officers, directors or more than 5% shareholders has a greater than 2% equity interest, and every agreement of which Applied Optronics is aware between or among shareholders of Applied Optronics and relating to the acquisition, ownership, voting or disposition of securities of Applied Optronics and (e) every other contract, plan, agreement or understanding to which Applied Optronics is a party or may be bound and which would be required to be filed with the SEC in a filing to which paragraph (b)(10) of Item 601 of Regulation S-K of the Rules and Regulations of the SEC would be applicable. Applied Optronics has performed all obligations required to be performed by it under any listed or otherwise material contract, plan, agreement, understanding or arrangement made or obligation owed by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effectApplied Optronics, except as is where the failure would not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each ; there has not been any event of default (or any event or condition which with notice or the Company and its Subsidiaries has complied with all commitments and obligations lapse of time, both or otherwise, would constitute an event of default) thereunder on its the part to be performed or observed under each such Contractof Applied Optronics, except for such noncompliance which is not reasonably likely, individually or in the aggregateor, to Applied Optronics' knowledge, any other party thereof that would have a Material Adverse Effect. To ; the knowledge of the Company without due inquiry, each party to each such Contract other than the Company same are in full force and its Subsidiaries has complied effect and are valid and enforceable by Applied Optronics in accordance with all commitments and obligations on its part to be performed or observed thereundertheir respective terms, except for such noncompliance which to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws now or hereafter in effect relating to creditors' rights generally, by general principles of equity (regardless of whether enforceability is not reasonably likely, individually considered in a proceeding at law or in equity); and the aggregateperformance of any such contracts, to plans, agreements, understandings, arrangements or obligations would not have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16.

Contracts. (ai) Schedule 4.11 annexed hereto sets forth an accurate, correct and 2.2(p) contains a complete list of the following Contractscontracts, in effect at any time from October 1agreements, 1994 through the date hereof, arrangements and commitments: (A) all employment or consulting contracts or agreements to which the Company or Dailxx xx any of its Subsidiaries the Dailxx Xxxsidiaries is or was a partycontractually obligated; (B) current leases, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts sales contracts and other agreements with respect to Real Property (which restrains the ability any real property of Dailxx xx any of the Company Dailxx Xxxsidiaries or to which Dailxx xx any of its the Dailxx Xxxsidiaries is contractually obligated and current leases, sales contracts or other agreements with respect to personal property of Dailxx xx any of the Dailxx Subsidiaries or to use such Real Property)which Dailxx xx any of the Dailxx Subsidiaries is contractually obligated, Intangible and Other Property, all Affiliate Contracts in each case having (whether 1) a remaining term of greater than one year or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters2) total payments that may be required of Dailxx xx the Dailxx Xxxsidiaries exceeding $50,000; (iiC) Any Contract contracts or commitments for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries acquisitions in excess of $100,000 in 500,000 to which Dailxx xx any fiscal yearof the Dailxx Xxxsidiaries is obligated; (iiiD) Any Contract evidencing agreements, contracts, indentures or other instruments relating to the borrowing of money, or the guarantee of any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price borrowing of Assets in excess money, to which Dailxx xx any of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company Dailxx Subsidiaries is a party or any of its Subsidiaries has agreed to a non-competition provisiontheir respective properties is bound; (vE) Any material joint venturecontracts or agreements or amendments thereto that would be required to be filed as an exhibit to an Annual Report on Form 10-K filed by Dailxx xx of the date hereof that has not been filed as an exhibit to Dailxx'x Xxxual Report on Form 10-K for the fiscal year ended December 31, partnership1998, cooperative arrangement filed by Dailxx xxxh the Commission or any other material Contract involving a sharing of profitsreport filed with the Commission under the Exchange Act since such date; (viF) Any all material Contract with any Governmental Authority indemnification and guaranty or other similar obligations (other than for sale of merchandise those obligations which occur in the ordinary course of business) to which Dailxx xx any of the Dailxx Xxxsidiaries is bound; (viiG) Any power any outstanding bonds, letters of attorney, proxy credit posted or similar instrument granted guaranteed by or to the Company or Dailxx xx any of its Subsidiaries; and (viii) Any other Contract related the Dailxx Xxxsidiaries with respect to the business of the Company or any of its SubsidiariesPerson, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is those that do not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or exceed $500,000 in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), H) any covenants not to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of compete or other obligations affecting Dailxx or any Dailxx Xxxsidiary that would materially restrict any of them or their affiliates from engaging in any business or activity; and (I) contracts under which Dailxx xx any Dailxx Subsidiary has received any material advance, "take-or-pay" or other similar payments and that entitle purchasers to receive deliveries without paying at such time the Contracts. A-16contract price therefor.

Contracts. (a) Schedule 4.11 annexed hereto Section 3.15 of the Company Disclosure Letter sets forth an accurate, correct and complete a list as of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, of this Agreement of each Contract to which either the Company or any of its Subsidiaries is a party or was bound (other than a partyContract solely between or among the Company and its wholly-owned Subsidiaries) that (a) provides that any of them will not compete with any other Person, by or which grants “most favored nation” protections to the counterparty to such Contract, in each case that is material to the Company and its Subsidiaries, taken as a whole, and after the Effective Time would be binding upon Parent or any of its Subsidiaries (other than the Company and its Subsidiaries), (b) purports to limit in any material respect either the type of business in which the Company or its Subsidiaries may engage or the manner or locations in which any of them are bound may so engage in any business, that in each case after the Effective Time would be binding upon Parent or any of its Subsidiaries (other than the Company and its Subsidiaries), (c) requires the Company or its Subsidiaries (or, after the Effective Time, Parent or its Subsidiaries) to deal exclusively with any Person or group of related Persons, which Contract is material to the Company and its Subsidiaries, taken as a whole (other than any licenses or other Contracts entered into in the ordinary course), (d) is material to the formation, creation, management or control of any partnership or joint venture (other than any Contract entered into in the ordinary course of business consistent with past practice relating to ongoing operations of such partnership or joint venture), (e) is required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, (f) contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries would be required to purchase or sell, as applicable, any equity interests of any Person, (g) is a lease of personal property or was an obligor real property providing for annual payments of $500,000 or a beneficiary: more, (ih) Any material Contracts with respect relates to Real Property (which restrains the ability Borrowed Money Indebtedness of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether A) in a principal amount that exceeds $500,000 or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (iiB) Any Contract for capital expenditures or services by which imposes a Lien on assets of the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries with a value in excess of $100,000 in any fiscal year; 500,000, (iiii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any is a material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative limited liability company, joint venture or other similar agreement or arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, on the one hand, and any third party, on the other hand, (j) is a Contract providing for the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) as currently conductedto which there are any material ongoing obligations, which provides (k) contains any license or other right with respect to any Intellectual Property that is material to the conduct of the business or the Company and its Subsidiaries (other than inbound (x) licenses for a period off-the-shelf software commercially available on standard and non-negotiable terms for an aggregate fee of performance which extends beyond twelve no more than $250,000 and (12y) months from non-exclusive licenses to Intellectual Property that are merely incidental to the date hereof primary purpose of such Contract) or (l) is not cancelable upon ninety of a type (90disregarding any dollar thresholds, materiality or other qualifiers, restrictions or other limitations) days' noticedescribed in the foregoing clauses (a) through (k) that has or would reasonably be likely to involve payments or receipts, other than with respect to purchases of stock, inventory or raw materials in the ordinary course of business consistent with past practice, in excess of $15,000,000 in any year (such Contracts required to be listed pursuant to clauses (a) through (l) above, the “Material Contracts”). AccurateA true, correct and complete copies copy of each such written Contract Material Contract, as amended as of the date of this Agreement, including all attachments, schedules and written summaries of each such oral Contract have exhibits thereto, has been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior prior to the Closing, date of this Agreement. Each of the Company will provide to the Parent an accurate, correct Material Contracts is valid and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by binding on the Company or any its Subsidiaries, as the case may be and, to the knowledge of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a partyCompany, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary each other party thereto, and is in full force and effect, except for such failures to be valid and binding or to be in full force and effect as is not reasonably likelywould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party is in breach of or in default under any Material Contract, 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 and or any of its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under Subsidiaries, in each such Contractcase, except for such noncompliance which is not reasonably likelybreaches and defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16.

Contracts. (ai) Schedule 4.11 annexed hereto sets forth an accurate, correct and complete list Except as may be disclosed in the Seller SEC Documents or except as disclosed in Section 3.1(q) of the following ContractsSeller Disclosure Schedule, in effect at none of Seller nor any time from October of its Subsidiaries is a party to or bound by any: (A) Contract that would be required to be filed by Seller with the SEC pursuant to Item 601(b) (1), 1994 through (2), (4) or (10) of Regulation S-K under the date hereofSecurities Act or Item 1.01 or 5.02 of Form 8-K under the Exchange Act, assuming Seller was subject to which the Company such statutes; (B) Contract with respect to material partnerships, joint ventures, acquisitions or dispositions; (C) Contract containing covenants of Seller or any of its Subsidiaries is purporting to limit in any material respect any material line of business, industry or was a partygeographical area in which Seller or its Subsidiaries may operate or granting material exclusive rights to the counterparty thereto; (D) Contract that, individually or in the aggregate with other Contracts, would or would reasonably be expected to prevent, materially delay or materially impede Seller’s ability to timely consummate the Merger or the other transactions contemplated by this Agreement; (E) indenture, mortgage, loan, guarantee or credit Contract under which Seller or any Subsidiary of them are bound Seller has outstanding Indebtedness or pursuant any outstanding note, bond, indenture or other evidence of Indebtedness or otherwise or any guaranteed Indebtedness of others, in each such case, for or guaranteeing an amount in excess of $500,000; (F) Contract relating to which (1) the Company sale, outbound license, or outbound lease by Seller or any of its Subsidiaries is of any IRUs or was an obligor or a beneficiary: (i) Any material Contracts with respect peering arrangements that involve future payments to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company Seller or any of its Subsidiaries in excess of $100,000 in any fiscal year; 500,000 or (iii2) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 the purchase, inbound license, or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company inbound lease by Seller or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement of any IRUs or any other material Contract peering arrangements involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted future payments by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company Seller or any of its Subsidiaries from the date hereof through the Closing Date in excess of a type $500,000; (G) Contract specifically concerning Intellectual Property that is material to the business of Seller and its Subsidiaries, taken as a whole; (H) Contract containing a minimum purchase commitment of Seller or any Subsidiary in excess of $500,000 in any 12-month period; or (I) Contract containing a minimum purchase commitment of any customer of Seller or any Subsidiary in excess of $750,000 in any 12-month period. Each such Contract described in this clauses (A)-(I), and any material IRUs or peering arrangements (whether or not required to be listed in Section 4.11(a). (b3.1(q) Each Contract listed or of the Seller Disclosure Schedule) is referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was herein as a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a “Seller Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16.”

Contracts. (a) Schedule 4.11 annexed hereto sets forth an accurate, correct SCHEDULE 6.11(A) contains (or cross references to another schedule) a true and complete list of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, each Contract to which the Company Parent or any Selling Subsidiary is party or by which it or any of its Subsidiaries properties or assets are bound, which is or was a party, by which any of them are bound or pursuant related to which the Company or any of its Subsidiaries is or was an obligor or a beneficiaryBusiness and which: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor mattersis an employment contract; (ii) Any Contract for capital expenditures is an indenture, mortgage, note, installment obligation, agreement or services by other instrument relating to the Company or any borrowing of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries money in excess of $100,000 in by the Parent or any fiscal year; (iii) Any Contract evidencing Selling Subsidiary or the guaranty of any indebtedness obligation for borrowed the borrowing of money in excess of $50,000 100,000 by the Parent or obligation any Selling Subsidiary; (iii) imposes any material Encumbrance; (iv) involves the receipt or payment by the Parent or any Selling Subsidiary after the date hereof of more than $100,000 per year (except those terminable by the Parent or a Selling Subsidiary on notice of 90 days or less without penalty or those for the deferred purchase price of Assets commodities entered into in the Ordinary Course of Business); (v) provides for a rebate, discount, bonus or commission with respect to the sale of any product payable or required after Closing (except those arising in the Ordinary Course of Business and involving an amount less than $100,000); (vi) creates an agency or consulting agreement or arrangement or is a sales agency, brokerage (other than food brokerage), distribution or franchise Contract; (vii) imposes a confidentiality obligation on the Parent or any Selling Subsidiary with respect to the Business; (viii) provides for any capital project with expenditures in excess of $250,000; (ix) obligates any Selling Subsidiary to pay a promotional incentive in excess of $100,000 per year; (excluding normal trade payablesx) sells or guaranteeing otherwise disposes of any indebtedness, obligation or liability capital assets having a fair market value in excess of $100,000; (ivxi) Any material Contract wherein contains nonsolicitation provisions that would prohibit the Company solicitation of the employees or contractors of any of its Subsidiaries has agreed to a non-competition provisionother entity; (vxii) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise was not entered into in the ordinary course Ordinary Course of business; Business and involving an amount in excess of $100,000 per year (viixiii) Any power prohibits or limits the ability of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available any Selling Subsidiary to (A) engage in any line of business, (B) compete with any Person or (C) carry on or expand the nature or geographical scope of the Business anywhere in the world; (xiv) provides for the acquisition or disposition after the date of this Agreement of any portion of the Business (except for sales of inventory or other disposition of property or assets in the Ordinary Course of Business); (xv) relates to product warranties, guaranties, and/or other similar undertakings with respect to contractual performance regarding the Business extended by the Parent at or any Selling Subsidiary; (xvi) involves the Company's offices. Prior to the Closing, the Company will provide to grant by the Parent an accurateor any Selling Subsidiary to any Person of any right of first refusal to purchase any rights, correct assets or property of the Business; (xvii) involves any labor union or other employee representative of a group of employees relating to wages, hours and complete listany other conditions of employment; or (xviii) is a contract to which Parent or any Affiliate of Parent other than Stilwell and Spartanburg is not a party and hedges the purchaxx xx xxy ingredients used in the Business. Xxxxxxcts set forth on SCHEDULES 6.7(A), 6.7(C), 6.7(D), 6.9, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or 6.11 are collectively referred to on Schedule 4.11 to which herein as the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto"MATERIAL CONTRACTS"), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16.

Contracts. (a) Schedule 4.11 annexed hereto sets forth 4.13 is an accurate, correct accurate and complete list of all of the following types of Contracts to which Seller is a party or by which Seller is bound, excluding any Contracts relating to Maximis and the Excluded Contracts, in effect at any time from October 1(collectively, 1994 through the date hereof"Specified Contracts"), to which grouped into the Company following categories and, where applicable, subdivided by product line or any of its Subsidiaries is or was a party, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiarydivision: (ia) Any material customer Contracts; (b) Contracts with respect to for the purchase or lease of Real Property (which restrains the ability or otherwise concerning Real Property owned or used by Seller including a description of the Company or any of its Subsidiaries to use such Real Property); (c) loan agreements, Intangible mortgages, notes, guarantees and Other Propertyother financing Contracts; (d) Contracts for the purchase, all Affiliate lease and/or maintenance of computer equipment and other equipment, Contracts (whether for the purchase, license, lease and/or maintenance of software under which Seller is the purchaser, licensee, lessee or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material)user, and labor matters; (ii) Any Contract other supplier Contracts providing for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries payments in excess of $100,000 in any fiscal year1000 per month; (iiie) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 employment, consulting and sales representative Contracts (excluding normal trade payables) or guaranteeing any indebtednessContracts which constitute Employee Benefit Plans listed on Schedule 4.15, obligation or liability in excess of $100,000and excluding oral Contracts with employees for "at will" employment); (ivf) Any material Contract wherein the Company Contracts under which any rights in and/or ownership of any Software product of Seller, any prior version thereof, or any part of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement the customer base or any other material Contract involving a sharing business of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its SubsidiariesSeller was acquired; and (viiig) Any other Contracts (excluding Contracts which constitute Insurance Policies listed on Schedule 4.19, excluding this Agreement and all other Contracts entered into between Seller and Buyer, or among Seller, Buyer and other parties in connection herewith). A description of each oral Specified Contract related to the business of the Company or any of its Subsidiariesis included on Schedule 4.13, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Specified Contract have been delivered by the Company to the Parent or made available to Buyer. Schedule 4.13 indicates which Specified Contracts have been assigned to Premier's Subsidiary and which Specified Contracts remain with Premier. With respect to each applicable customer Specified Contract, whereby Seller is currently performing customization work pursuant to such Specified Contract or a letter agreement and the Parent at amount to be paid for such customization project exceeds $50,000, Schedule 4.13 includes, as of March 31, 1997, the Company's officesname of the customer, a brief description of the work, the amount to be paid for such project, the commencement date and the estimated completion date of each customization project and the percentage of complete of each such customization project, and all credits granted to, or other adjustments made for, the customer to be applied against future payments or purchases; and except as set forth in Schedule 4.13, Seller has no unfunded contractual obligations to provide customization work or implementation under any customer Specified Contract in amount greater than $100,000 per customer Specified Contract or greater than $500,000 in the aggregate. Prior Except as provided on Schedule 4.13, all customers have accepted the Software described in their respective customer Specified Contracts. Except as set forth on Schedule 4.13, with respect to each of the Specified Contracts, Seller neither is in default thereunder nor would be in default thereunder with the passage of time, the giving of notice of both. Except as set forth on Schedule 4.13, to the Closingbest knowledge and belief of each of the Selling Companies, none of the other parties to any Specified Contract is in default thereunder or would be in default thereunder with the passage of time, the Company will provide giving of notice or both. Except as set forth on Schedule 4.13, Seller has not given or received any notice of default or notice of termination with respect to the Parent an accurate, correct and complete listany Specified Contract, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Specified Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or effect in accordance with its terms. The Specified Contracts are all the aggregate, Contracts necessary to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effectoperate Seller's Business. Except as set forth in on Schedule 4.11 annexed hereto4.13 or with respect to Maximis or the Excluded Contracts, none of the Company there are no currently outstanding proposals or offers submitted by Seller to any of its Subsidiaries has received any notice of a default under any such Contract and no event customer, prospect, supplier or condition has happened or presently exists which constitutes a default orother Person which, after notice or lapse of time or bothif accepted, would constitute result in a default under legally binding Contract of Seller involving an amount or commitment exceeding $25,000 in any such Contract, except for such notices and defaults which are not reasonably likely, individually single case or an aggregate amount or commitment exceeding $100,000 in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16aggregate.

Contracts. (a) Schedule 4.11 annexed 2.14 hereto sets forth an accurate, correct a true and complete list ------------- of all contracts, agreements and commitments (whether written or oral) to which either of the following ContractsXxxxxxx Companies is, directly or indirectly, a party (in effect at any time from October 1its own name or as a successor in interest), 1994 through the date hereof, to or by which the Company it or any of its Subsidiaries properties or assets is otherwise bound, including any service agreements, customer agreements, supplier agreements, agreements to lend or was borrow money, shareholder agreements, employment agreements, agreements relating to Xxxxxxx Companies Intellectual Property Rights and the like (collectively, the "Xxxxxxx Companies Contracts"); excepting only those Xxxxxxx Companies Contracts which involve less than $10,000 and are cancelable, without penalty, on no more than 90 days' notice. The aggregate value of all payment obligations and rights to receive payments, under agreements, contracts and commitments (whether oral or in writing) to which Xxxxxxx Companies is a party, party or by which any of them are bound or pursuant to which the Company it or any of its Subsidiaries properties or assets is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material)otherwise bound, and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of that are not listed on Schedule -------- 2.14, is less than $50,000 or obligation for (calculating such value by adding together the deferred purchase price value ---- of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtednessrights and obligations, obligation or liability in excess of $100,000; (iv) Any material Contract wherein and not by determining the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' noticenet amount thereof). Accurate, correct True and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent all Xxxxxxx Companies Contracts (or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct a true and complete list, and make available narrative description of any oral Xxxxxxx Companies Contract) have previously been provided to Parent. Neither the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregateXxxxxxx Companies nor, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiryXxxxxxx Companies, each any other party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none any of the Company or any of its Subsidiaries has received any notice of a Xxxxxxx Companies Contracts (x) is in default under (nor does there exist any such Contract and no event or condition has happened or presently exists which constitutes a default orthat, after with notice or lapse of time or both, would constitute cause such a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of under) any of the Xxxxxxx Companies Contracts, or (y) has waived any right it may have under any of the Xxxxxxx Companies Contracts, the waiver of which would have a material adverse effect on the business, assets or financial condition or prospects of Xxxxxxx Companies. A-16All of the Xxxxxxx Companies Contracts constitute the valid and binding obligations of the Xxxxxxx Company that is a party thereto, enforceable in accordance with their respective terms, and, to the knowledge of Xxxxxxx Companies, of the other parties thereto.

Contracts. Section 3.17 to the AmeriSource Disclosure Schedule --------- lists all contracts, agreements, guarantees, leases and executory commitments (each a "Contract"), other than Plans and any Contracts heretofore filed as an exhibit to any AmeriSource SEC Document, that exist as of the date hereof to which AmeriSource is a party or by which it is bound and which fall within any of the following categories: (a) Schedule 4.11 annexed hereto sets forth an accurateContracts not entered into in the ordinary course of AmeriSource's business other than those that individually or in the aggregate are not material to the business of AmeriSource, correct (b) joint venture and complete list partnership agreements, (c) Contracts containing covenants purporting to limit the freedom of AmeriSource to compete in any line of business in any geographic area or to hire any individual or group of individuals, (d) Contracts which after the following ContractsEffective Time would have the effect of limiting the freedom of Parent or its subsidiaries (other than AmeriSource) to compete in any line of business in any geographic area or to hire any individual or group of individuals, in effect at any time from October 1, 1994 through the date hereof, to (e) Contracts which the Company or any of its Subsidiaries is or was a party, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries contain minimum purchase conditions in excess of $100,000 10,000,000 with respect to inventory purchases for resale, and $500,000 in the case of everything else, or requirements or other terms that restrict or limit the purchasing relationships of AmeriSource or its affiliates, or any fiscal year; customer, licensee or lessee thereof, (iiif) Any Contract evidencing Contracts relating to any indebtedness outstanding commitment for capital expenditures in excess of $1,000,000, (g) indentures, mortgages, promissory notes, loan agreements or guarantees of borrowed money in excess of $50,000 1,000,000 in the aggregate, letters of credit or obligation other agreements or instruments of AmeriSource or commitments for the deferred purchase price borrowing or the lending by AmeriSource of Assets amounts in excess of $100,000 (excluding normal trade payables) 1,000,000 in the aggregate or guaranteeing providing for the creation of any indebtednesscharge, obligation security interest, encumbrance or liability lien upon any of the assets of AmeriSource with an aggregate value in excess of $100,000; 1,000,000, (ivh) Any Contracts providing for "earn-outs" or other contingent payments by AmeriSource involving more than $1,000,000 in the aggregate over the terms of all such Contracts, (i) Contracts providing for the purchase by AmeriSource of product for resale at a price above the weighted average price at which AmeriSource sells such product, (j) Contracts relating to material Contract wherein customer programs, including Contracts providing for loans to customers or slotting allowances, (k) Contracts associated with off balance sheet financing in excess of $1,000,000 in the Company or any of its Subsidiaries has agreed aggregate, including but not limited to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than arrangements for the sale of merchandise in the ordinary course of business; receivables, (viil) Any power of attorney, proxy licenses or similar instrument granted agreements granting the right to use any material Intellectual Property, (m) stock purchase agreements, asset purchase agreements or other acquisition or divestiture agreements relating to material transactions since January 1, 1994, or (n) any agreement which is material to AmeriSource, irrespective of amount. All Contracts to which AmeriSource is a party or by or which it is bound are valid and binding obligations of AmeriSource and, to the Company or any knowledge of its Subsidiaries; AmeriSource, the valid and (viii) Any other Contract related to the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies binding obligation of each other party thereto except such written Contract Contracts which if not so valid and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likelybinding would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on AmeriSource. Each Neither AmeriSource nor, to the knowledge of AmeriSource, any other party thereto is in violation of or in default in respect of, nor has there occurred an event or condition which with the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed passage of time or observed giving of notice (or both) would constitute a default under each or permit the termination of, any such Contract, Contract except for such noncompliance which is not reasonably likelyviolations or defaults under or terminations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectEffect on AmeriSource. To Set forth in Section 3.17(o) to the knowledge AmeriSource Disclosure Schedule is a description of any material changes to the amount and terms of the Company without due inquiry, each party to each such Contract other than the Company indentures of AmeriSource and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or subsidiaries from the description in the aggregatenotes to the financial statements incorporated in AmeriSource's Form 10-K for the period ended September 30, to have a Material Adverse Effect1996 filed with the Commission. Except as set Set forth in Section 3.17(p) to the AmeriSource Disclosure Schedule 4.11 annexed hereto, none is the amount of the Company or any of annual premium currently paid by AmeriSource for its Subsidiaries has received any notice of a default under any such Contract directors' and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16officers' liability insurance.

Contracts. (a) Schedule 4.11 annexed hereto sets forth an accurate, 2.7(a)(i) includes a true and correct and complete list as of the following ContractsDate of Execution of all outstanding contracts, in effect at any time from October 1leases or other agreements, 1994 through the date hereofwhether written or oral, to which Seller is a party or relating to the Company Assets or any the operation of its Subsidiaries is the Facility or was a partythe Business (collectively, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary: “Contracts”), excluding (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property)Residency Agreements, Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures any contract, lease or services by the Company other agreement which is cancellable without penalty on thirty (30) days or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; less notice, (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 contract, lease or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise agreement which is entered into in the ordinary course of business; business consistent with past practice and does require the expenditure of more than Fifty Thousand Dollars (vii$50,000.00) Any power of attorneyper year (either individually or together with any related agreements), proxy or similar instrument granted by or to the Company or and (iv) any of its Subsidiaries; the insurance policies listed in Schedule 2.26 (or the renewal of any such policies) (such contracts and agreements, including any management agreement, administrative services agreement, pharmacy services agreement, cost-sharing agreement or real property lease between any Seller, on the one hand, and any Affiliate(s) of Seller, on the other hand, covered by Schedule 2.27(a)(i), but expressly excluding those described in clauses (viiii) Any other Contract related to – (iv), collectively, the business of the Company or any of its Subsidiaries, as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice“Material Contracts”). Accurate, correct Seller has provided Purchaser true and complete copies of each such written Contract and written summaries Material Contract. Seller has not received notice of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete listany default, and make available there is no default, existing or continuing by Seller or, to Seller’s Knowledge, any other party under the Parent at the Company's offices accurateterms of any Material Contracts, correct and complete copies, of all written Contracts and written summaries of each oral Material Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effecteffect and is valid and enforceable by Seller in accordance with its terms. At least twenty-one (21) days prior to the Closing Date, except Seller shall deliver to Purchaser a certificate in which Seller (A) restates as is not reasonably likely, individually or of the Closing Date the representations and warranties contained in the aggregate, preceding portions of this Section 2.7(a) (and an updated Schedule 2.7(a)(i) to have a Material Adverse Effect. Each bring forward the list of the Company and its Subsidiaries has complied with all commitments and obligations on its part any Contracts required to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed heretosuch representations and warranties to the date of such certificate), none and (B) identifies any consents required in order that the assignments of any Contracts by Seller at Closing not result in a violation of any restrictions, termination of any rights or the Company creation of any liens, charges or any encumbrances with respect to the Contracts, with or without the giving of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default ornotice, after notice or lapse the passage of time or both. At or prior to the Closing, would constitute a default under Seller will cause those Contracts (whether entered into before or after the Date of Execution) identified by Purchaser in its sole discretion in writing at least thirty (30) days prior to the Closing Date to be terminated effective as of immediately prior to the Closing, all at no cost to Purchaser or any Affiliate thereof, and all such Contractother Contracts not so designated for termination shall be assigned to the Real Estate Purchaser or the TRS Entity at the Closing, except in Purchaser’s sole discretion and at no cost to Purchaser or the TRS Entity (collectively, “Assumed Contracts”). Notwithstanding the foregoing, for such notices the avoidance of doubt, subject to and defaults which are not reasonably likelyin accordance with Section 1.6(a), individually or in the aggregate parties have agreed that (together with w) the items TRS Entity will assume the Residency Agreements as more particularly set forth in Schedule 4.11 annexed heretoSection 2.7(b), to have a Material Adverse Effect. Except as and (x) the applicable TRS Entity or Real Estate Purchaser will assume those Assumed Contracts set forth in on Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-162.7(a).

Contracts. Set forth on Schedule 4.11(a) is a complete list of all of the following Contracts (the "Material Contracts"): (i) noncompetition or other agreements restricting the ability of Sellers to engage in any line of business in any location, (ii) each Contract involving payments made by a Seller that are expected to exceed Fifty Thousand Dollars ($50,000) and (iii) each Contract involving payments made to a Seller that are expected to exceed Fifty Thousand Dollars ($50,000). Each Material Contract is a valid and binding obligation of Seller party thereto and is enforceable by such Seller in accordance with its terms against each other party thereto. Such Seller is not (with or without the lapse of time or the giving of notice, or both) in breach or default thereunder. To the Knowledge of Sellers, none of the other parties to any Material Contract is (with or without the lapse of time or the giving of notice, or both) in breach or default thereunder or has given notification of cancellation thereunder. No defenses, offsets or counterclaims to any Material Contract have been asserted by any party thereto other than Sellers, and Sellers have not waived any rights under any Material Contract. Except as set forth specifically on Schedule 4.11(c), Sellers are not party to, and none of the Acquired Assets is subject to, any agreement, understanding or other arrangement with respect to any: Contracts under which Sellers are a lessor or sublessor of, or makes available for use by any third party, (a) Schedule 4.11 annexed hereto sets forth an accurateany real property owned or leased by Sellers exclusively or principally in connection with the Business, correct and complete list of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, to which the Company or any portion of its Subsidiaries is premises otherwise occupied by Sellers, or was a party(b) any material personal property owned or leased by Sellers exclusively or principally in connection with the Business; Contracts under which Sellers have borrowed or loaned any money or issued any note, by which any bond, indenture or other evidence of them are bound indebtedness or pursuant to which the Company directly or any of its Subsidiaries is or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing indirectly guaranteed any indebtedness, liability or obligation or liability in excess of $100,000; any third party (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than any loan made to any employee for sale of merchandise relocation, travel or other employment-related purposes, in each case, in the ordinary course of business; (vii) Any power of attorneybusiness consistent with past practice), proxy or similar instrument granted by or to the Company or any other note, bond, indenture or other evidence of its Subsidiariesindebtedness; Contracts under which any other person has directly or indirectly guaranteed any indebtedness, liability or obligation of Sellers, or letter of credit issued to guarantee any obligation of Sellers, or any vendor or customer of Sellers; or Contracts with any Governmental Authority except those entered into in the ordinary course of business consistent with past practice which do not involve aggregate payments thereunder by Sellers in excess of Fifty Thousand Dollars ($50,000). Condition and Sufficiency of Acquired Assets. The buildings, plants, structures, and equipment included in the Acquired Assets are in good operating condition and repair (ordinary wear and tear excepted) and are adequate for the uses to which they are being employed. Except (i) for the Excluded Assets, (ii) matters to be covered by the Transition Services Agreement and (viiiiii) Any other Contract related to as set forth on Schedule 4.12, the business Acquired Assets are sufficient for the continued conduct of the Company or any of its Subsidiaries, Business after the Closing in substantially the same manner as currently conducted, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior conducted prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16.

Contracts. (a) Section 4.18(a) of the ALP Disclosure Schedule 4.11 annexed hereto sets forth an accuratelists all written or oral contracts, correct agreements, guarantees, leases and complete list executory commitments (each a "Contract") to which ALP is a party and which fall within any of the following Contracts, in effect at any time from October 1, 1994 through the date hereof, to which the Company or any of its Subsidiaries is or was a party, by which any of them are bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiarycategories: (i) Any material Contracts with respect to Real Property (which restrains not entered into in the ability ordinary course of the Company or any of its Subsidiaries to use such Real Property)ALP's business, Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract joint venture, partnership and similar agreements, (iii) Contracts which are service contracts or equipment leases involving payments by ALP of more than $100,000 per year, (iv) Contracts containing covenants purporting to limit the freedom of ALP to compete in any line of business in any geographic area or to hire any individual or group of individuals, including, without limitation, Contracts with any customers granting the customer any exclusive rights, (v) Contracts which after the Effective Time would have the effect of limiting the freedom of Cardinal or its subsidiaries (other than ALP) to compete in any line of business in any geographic area or to hire any individual or group of individuals, including any Contracts with distributors granting any exclusive rights, (vi) Contracts which contain minimum purchase conditions or requirements or other terms that restrict or limit the purchasing relationships of ALP or its affiliates, or any customer, licensee or lessee thereof, (vii) Contracts relating to any outstanding commitment for capital expenditures in excess of $100,000, (viii) Contracts relating to the lease or services by the Company sublease of or sale or purchase of real or personal property involving any of its Subsidiaries which involves consideration payable by the Company annual expense or any of its Subsidiaries price in excess of $100,000 in and not cancelable by ALP (without premium or penalty) within ninety days, (ix) Contracts with any fiscal year; labor organization, (iiix) Any Contract evidencing any indebtedness for borrowed money indentures, mortgages, promissory notes, loan agreements, guarantees of amounts in excess of $50,000 100,000, letters of credit or obligation other agreements or instruments of ALP or commitments for the deferred purchase price borrowing or the lending of Assets amounts in excess of $100,000 by ALP or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of ALP, (excluding normal trade payablesxi) Contracts which are fixed price, capitation or guaranteeing any indebtedness, obligation other risk sharing agreements with customers not cancelable by ALP (without premium or liability in excess of $100,000penalty) within one month; (ivxii) Any material Contract wherein the Company Contracts involving annual revenues or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company or any of its Subsidiaries; and (viii) Any other Contract related expenditures to the business of ALP in excess of 3.0% of ALP's annual revenues, (xiii) Contracts providing for "earn-outs" or other contingent payments involving more than $100,000 over the Company term of the Contract and (xiv) Contracts with or for the benefit of any affiliate (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) of its SubsidiariesALP or immediate family member thereof. All such Contracts are valid and binding obligations of ALP and, as currently conductedto ALP's Knowledge, which provides for a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct valid and complete copies binding obligation of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to the Parent or made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each other party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effectthereto. Except as set forth in Schedule 4.11 annexed hereto, none Section 4.18(a) of the Company ALP Disclosure Schedule, neither ALP nor, to ALP's Knowledge, any other party thereto is in violation of or any of its Subsidiaries in default in respect of, nor has received any notice of a default under any such Contract and no there occurred an event or condition has happened or presently exists which constitutes a default or, after notice or lapse with the passage of time or giving of notice (or both, ) would constitute a default under or permit the termination of, any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (together with the items set forth in Schedule 4.11 annexed hereto), to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, the Merger will not be considered an assignment of any of the Contracts. A-16.