Common use of Contracts Clause in Contracts

Contracts. Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries of the material terms of which are set forth in Schedule 3.12), the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, any: (a) covenant not to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business; (b) Contracts with any Affiliate of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound or subject.

Contracts. Except as (a) Section 2.13(a) of the Disclosure Schedule (with paragraph references corresponding to those set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xibelow) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, contains a true and complete summaries list of each of the material terms following Contracts (true and complete copies of which, together with all amendments and supplements thereto, have been made available to Purchaser prior to the execution of this Agreement) to which are set forth in Schedule 3.12), the Seller is not a party and relate to the operation of the Generating Assets or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, anyis bound: (a) covenant not to compete or other covenant of the Seller (i) limiting all Contracts (excluding Benefit Plans) providing for a commitment of employment or restricting consultation services for a specified or unspecified term to, or otherwise relating to employment or the developmenttermination of employment of, manufactureany Employee, marketingthe name, distribution or sale position and rate of any compensation of each Employee party to such a Contract and the products expiration date of the Business or any future line extension of each such products into other forms or Contract; (ii) all Contracts with any Person containing any provision or covenant prohibiting or limiting or restricting the ability of Seller to engage in any activity relating to the Seller from entering into any market operation of the Generating Assets or line of business or competing compete with any Person in connection with the Business; (b) Contracts with any Affiliate operation of the Generating Assets or prohibiting or limiting the ability of any Person to compete with Seller or any Manager, officer, or employee in connection with the operation of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Generating Assets; (giii) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any all partnership, joint venture, limited liability company, limited liability partnership shareholders' or other similar entityContracts with any Person in connection with the operation of the Generating Assets; (kiv) all Contracts with distributors, dealers, manufacturer's representatives, sales agencies or franchises with whom Seller deals in connection with the operation of the Generating Assets which in any case involve the payment or potential payment, pursuant to make the terms of any capital expenditures such Contract, by or capital additions or improvementsto Seller of more than $250,000 annually; (lv) all Contracts relating to the storage future disposition or warehousing acquisition of any Assets, other than dispositions or acquisitions of Inventory or products in the ordinary course of business; and (vi) all other Contracts (other than Benefit Plans, the Real Property Leases and the collective bargaining agreements delivered to Purchaser pursuant to Section 2.16) not described above that constitute Assumed Liabilities with respect to the operation of the BusinessGenerating Assets that (A) involve the payment or potential payment, or pursuant to the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect terms of any Indebtedness of any Person; or (n) any other Contract such Contract, by or to which Seller of more than $250,000 annually and (B) cannot be terminated within sixty (60) days after giving notice of termination without resulting in any material cost or penalty to Seller (or, after the Closing, to Purchaser). (b) Each Contract required to be disclosed in Section 2.13(a) of the Acquired Assets are bound Disclosure Schedule and each of the Colstrip Contracts, the Fuel Contracts and the Power Purchase/Exchange Agreements and each of the Business Contracts which involves the payment or subjectpotential payment by or to Seller of more than $250,000 annually is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms, of Seller and of each other party thereto; and except as disclosed in Section 2.13(b) of the Disclosure Schedule neither Seller nor, to the Knowledge of Seller, any other party to such Contract is in violation or breach of or default under any such Contract (or with notice or lapse of time or both, would be in violation or breach of or default under any such Contract).

Contracts. Except as (a) Section 2.12(a) of the Disclosure Schedule (with paragraph references corresponding to those set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xibelow) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, contains a true and complete summaries list of each of the material terms following Contracts (true and complete copies of which, together with all amendments and supplements thereto, have been made available to Purchaser prior to the execution of this Agreement) to which are set forth in Schedule 3.12), the Seller is not a party (other than indirectly pursuant to Seller's obligations under the Colstrip Contracts) and which relate to the operation of the Colstrip Facilities or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, anybound: (a) covenant not to compete or other covenant of the Seller (i) all Contracts with any Person containing any provision or covenant prohibiting or limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of Seller to engage in any activity relating to the Seller from entering into any market operation of the Colstrip Facilities or line of business or competing compete with any Person in connection with the Businessoperation of the Colstrip Facilities or prohibiting or limiting the ability of any Person to compete with Seller in connection with the operation of the Colstrip Facilities; (b) Contracts with any Affiliate of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any all partnership, joint venture, limited liability company, limited liability partnership shareholders' or other similar entityContracts with any Person in connection with the operation of the Colstrip Facilities; (kiii) all Contracts with distributors, dealers, manufacturer's representatives, sales agencies or franchises with whom Seller deals in connection with the operation of the Colstrip Facilities which in any case involve the payment or potential payment, pursuant to make the terms of any capital expenditures such Contract, by or capital additions or improvementsto Seller of more than $250,000 annually; (liv) all Contracts relating to the storage future disposition or warehousing acquisition of any Assets, other than dispositions or acquisitions of Inventory or products in the ordinary course of business; and (v) all other Contracts (other than the Real Property Leases) not described above that constitute Assumed Liabilities with respect to the operation of the BusinessColstrip Facilities that (A) involve the payment or potential payment, or pursuant to the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect terms of any Indebtedness of any Person; or (n) any other Contract such Contract, by or to which Seller of more than $250,000 annually and (B) cannot be terminated within sixty (60) days after giving notice of termination without resulting in any material cost or penalty to Seller (or, after the Closing, to Purchaser). (b) Each Contract required to be disclosed in Section 2.12(a) of the Acquired Assets are bound Disclosure Schedule and each of the Colstrip Contracts and the Fuel Contracts and each of the Business Contracts which involves the payment or subjectpotential payment by or to Seller of more than $250,000 annually is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms, of Seller and of each other party thereto; and except as disclosed in Section 2.12(b) of the Disclosure Schedule neither Seller nor, to the Knowledge of Seller, any other party to such Contract is in violation or breach of or default under any such Contract (or with notice or lapse of time or both, would be in violation or breach of or default under any such Contract).

Contracts. Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi(a) and Schedule 3.12 (or, in SCHEDULE 4.10 lists all the case of oral Contracts or oral Grain Target Material Contracts, true and complete summaries of the material terms of which are set forth in Schedule 3.12), the Seller is including but not a party limited to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, anythose categories listed below: (a) covenant not to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or collective bargaining agreement; (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing Contract with any Person in connection with the Businesssenior employee, consultant, officer or director of Target; (biii) Contracts any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Affiliate Contract to act as one of the Seller foregoing, on behalf of any Person; (iv) any Contract which involves the payment or any Managerreceipt of cash or other property, officeran unperformed commitment, or employee goods or services; (v) any Contract pursuant to which Target has made or will make loans or advances, or has or will have incurred debts or become a guarantor or surety or pledged its credit on or otherwise become responsible with respect to any undertaking of another (except for the Seller (excluding negotiation or collection of negotiable instruments in transactions in the Buyerordinary course of business); (cvi) continuing Contract for the future purchase or price of commoditiesany indenture, raw materialscredit agreement, supplies or equipment; (d) Contracts with distributors or other sales representativeloan agreement, customers or suppliers; (e) managementnote, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real property or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property)agreement for financing; (ivii) Contracts regarding the Releaseany Contract involving a partnership, transportation or disposal of Hazardous Materials, or the clean-up, abatement joint venture or other action relating to Hazardous Materials or Environmental Lawscooperative undertaking; (jviii) Contracts establishing any Contract or creating arrangement involving any partnership, joint venture, limited liability company, limited liability partnership restrictions with respect to the geographical area of operations or similar entityscope or type of business of Target; (kix) Contracts any power of attorney or agency agreement or arrangement with any Person pursuant to make which such Person is granted the authority to act for or on behalf of Target, or Target is granted the authority to act for or on behalf of any capital expenditures or capital additions or improvementsPerson; (lx) Contracts any Contract relating to the storage any corporate acquisition or warehousing disposition by Target, or any acquisition or disposition of any Inventory or products subsidiary, division, line of the Businessbusiness, or real property, during the charter or purchase five (5) years prior to the date of transportation or shipping services;this Agreement; and (mxi) guarantees or other Contracts in respect any Target Material Contract not specified above that is otherwise a Target Material Contract. Target has made available to Orion true and complete copies of each Target Material Contract listed on SCHEDULE 4.10 and indicated by written description each oral arrangement so listed. To the Knowledge of Target, the cancellation of any Indebtedness of such Target Material Contracts at any Person; or (n) any time by the other Contract by or to which any of the Acquired Assets are bound or subjectPerson would not have a Target Material Adverse Effect.

Contracts. Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi(a) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries Section 3.11(a) of the material terms Iris Disclosure Schedule lists the following Iris Contracts in effect as of the date of this Agreement (other than any Iris Benefit Plan) under which are set forth in Schedule 3.12), the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument Iris or any other binding obligation of its Subsidiaries has any remaining material rights or arrangement obligations (oral or writteneach, a “Iris Material Contract”): (i) by or to which any a material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated under the Acquired Assets are bound or subject or which are Securities Act; (ii) each Contract that is material to the conduct business or operations of Iris and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the Business (collectively, the “Contracts”) including, without limitation, any: (a) covenant not to compete freedom of Iris or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or its Subsidiaries to engage in any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing compete with any Person Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in connection excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Iris or any of its Subsidiaries or creating any material Liens with respect to any material assets of Iris or any of its Subsidiaries; (vi) each Contract requiring payment by or to Iris or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Iris or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Iris or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Iris or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Iris or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Iris or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Iris or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (bvii) Contracts with any Affiliate of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer)each Iris Real Estate Lease; (cviii) continuing each Contract for with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the future purchase or price Ordinary Course of commodities, raw materials, supplies or equipmentBusiness; (dix) Contracts with distributors or other sales representative, customers or supplierseach Iris Out-bound License and Iris In-bound License; (ex) managementeach Contract that is material to the business or operations of Iris and its Subsidiaries, employmenttaken as a whole, servicecontaining any royalty, consulting, severance dividend or other similar type arrangement based on the revenues or profits of Contract (other than Contracts with the Buyer)Iris or any of its Subsidiaries; (fxi) mortgageeach Contract that is not terminable at will with no more than 60 days’ prior notice (with no penalty or payment) by Iris or its Subsidiaries, pledgeas applicable, security agreementand which involves payment or receipt by Iris or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, deed or obligations after the date of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, this Agreement in any case, granting an Encumbrance upon any excess of $100,000 in the Acquired Assetsaggregate; (gxii) each collective bargaining agreement or other similar Contract with any labor union organization, union, group or association representing employees; (h) Contracts for (i) the purchase or lease covering employees of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any PersonIris; or (nxiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Iris’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Iris has made available to Meadow accurate and complete copies of all Iris Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under an Iris Material Contract in the Ordinary Course of Business. There are no Iris Material Contracts that are not in written form. As of the date of this Agreement, none of Iris, any of its Subsidiaries or, to Iris’s Knowledge, any other Contract by party to an Iris Material Contract, has breached, violated or to which defaulted under, or received notice that it breached, violated or defaulted under, any of the Acquired Assets are bound terms or subjectconditions of, or Laws applicable to, any Iris Material Contract in such manner as would permit any other party to cancel or terminate any such Iris Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Iris and its Subsidiaries, taken as a whole. As to Iris and its Subsidiaries, as of the date of this Agreement, each Iris Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Between the date of the Iris Balance Sheet and the date hereof, no counterparty to an Iris Material Contract has notified Iris in writing (or, to the Knowledge of Iris, otherwise) that it intends to terminate or not renew an Iris Material Contract.

Contracts. Except as set forth in (a) Schedule 1.01(a)(v4.08(a) of the Disclosure Schedules sets forth, by reference to the applicable subsection of this Section 4.08(a), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries all of the material terms following Contracts to which a Seller is a party, by which a Seller or any of its assets or properties are bound, or in respect of which are set forth in Schedule 3.12)a Seller receives revenue (each, the Seller is not a party to “Material Contract”): (i) any Contract (A) with any Top Vendor, or bound by any agreement(B) providing for payments (whether fixed, contract, lease, option, license, commitment, instrument contingent or any other binding obligation or arrangement (oral or writtenotherwise) by or to which any a Seller in an aggregate amount of the Acquired Assets are bound $15,000 or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, any:more; (a) covenant not to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business; (b) Contracts with any Affiliate of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any a partnership, joint venture, limited liability companyjoint marketing, limited liability partnership joint development or similar entityjoint arrangement with any Person; (kiii) Contracts any employment agreement or other Contract for or relating to a Seller’s employment or engagement of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any capital expenditures manager, officer, Employee or capital additions independent contractor in connection with the transactions contemplated by this Agreement or improvementsthe documents contemplated hereby; (liv) Contracts relating to the storage any Contract that provides for, or warehousing of relates to, Indebtedness; (v) any Inventory or products Contract that restricts a Seller from (A) engaging in any aspect of the Business, (B) participating or the charter competing in any line of business, market or purchase of transportation geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or shipping servicescustomers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (mvi) guarantees any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any Person; (vii) any Contract containing a “requirements” provision or other Contracts in respect provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Person; (viii) any Contract that, following Closing, would or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with Employees; (x) any settlement agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; or(B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (nxix) any other Contract by that is material to a Seller, the Business or their respective operations, financial condition, properties or assets. (b) Each Material Contract is valid and binding on a Seller in accordance with its terms and is in full force and effect. No Seller or, to which Seller’s knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the Acquired Assets acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are bound or subjectno disputes pending or, to the knowledge of Sellers, threatened under any Material Contract.

Contracts. (a) Part 2.10 of the Disclosure Schedule identifies: (i) each Ibex Contract relating to the employment of, or the performance of services by, any employee, consultant or independent contractor; (ii) each Ibex Contract relating to the acquisition, transfer, use, development, sharing or license of any technology or any Proprietary Asset; (iii) each Ibex Contract imposing any restriction on Ibex's right or ability (A) to compete with any other Person, (B) to acquire any product or other asset or any services from any other Person, to sell any product or other asset to or perform any services for any other Person or to transact business or deal in any other manner with any other Person, or (C) develop or distribute any technology; (iv) each Ibex Contract creating or involving any agency relationship, distribution arrangement or franchise relationship; (v) each Ibex Contract relating to the acquisition, issuance or transfer of any securities; (vi) each Ibex Contract relating to the creation of any Encumbrance with respect to any asset of Ibex; (vii) each Ibex Contract involving or incorporating any guaranty, any pledge, any performance or completion bond, any indemnity or any surety arrangement; (viii) each Ibex Contract creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses, costs or liabilities; (ix) each Ibex Contract relating to the purchase or sale of any product or other asset by or to, or the performance of any services by or for, any Related Party (as defined in Section 2.18); (x) each Ibex Contract constituting or relating to a Government Contract or Government Bid; (xi) any other Ibex Contract that was entered into outside the ordinary course of business or was inconsistent with Ibex's past practices; (xii) any other Ibex Contract that has a term of more than 60 days and that may not be terminated by Ibex (without penalty) within 60 days after the delivery of a termination notice by ▇▇▇▇; and (xiii) any other Ibex Contract that contemplates or involves (A) the payment or delivery of cash or other consideration in an amount or having a value in excess of $10,000 in the aggregate, or (B) the performance of services having a value in excess of $10,000 in the aggregate. (Contracts in the respective categories described in clauses "(i)" through "(xiii)" above are referred to in this Agreement as "Material Contracts.") (b) Ibex has delivered to Castelle accurate and complete copies of all written Contracts identified in Part 2.10 of the Disclosure Schedule, including all amendments thereto. Part 2.10 of the Disclosure Schedule provides an accurate description of the terms of each Ibex Contract that is not in written form. Each Contract identified in Part 2.10 of the Disclosure Schedule is valid and in full force and effect, and, to the best of the knowledge of Ibex and the Designated Shareholders, is enforceable by Ibex in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (c) Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries Part 2.10 of the material terms of which are set forth in Schedule 3.12), the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, anyDisclosure Schedule: (ai) covenant Ibex has not violated or breached, or committed any default under, any Ibex Contract, and, to compete or other covenant the best of the Seller knowledge of Ibex and the Designated Shareholders, no other Person has violated or breached, or committed any default under, any Ibex Contract; (iii) limiting to the best of the knowledge of Ibex and the Designated Shareholders, no event has occurred, and no circumstance or restricting the developmentcondition exists, manufacturethat (with or without notice or lapse of time) will, marketingor could reasonably be expected to, distribution (A) result in a violation or sale breach of any of the products provisions of any Ibex Contract, (B) give any Person the Business right to declare a default or exercise any future line extension remedy under any Ibex Contract, (C) give any Person the right to accelerate the maturity or performance of such products into other forms any Ibex Contract, or (iiD) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with give any Person in connection with the Businessright to cancel, terminate or modify any Ibex Contract; (biii) Contracts with since December 31, 1992, Ibex has not received any Affiliate of the Seller notice or other communication regarding any Manager, officeractual or possible violation or breach of, or employee of the Seller (excluding the Buyer);default under, any Ibex Contract; and (civ) continuing Contract for the future purchase or price Ibex has not waived any of commodities, raw materials, supplies or equipment;its material rights under any Material Contract. (d) Contracts with distributors No Person is renegotiating, or has a right pursuant to the terms of any Ibex Contract to renegotiate, any amount paid or payable to Ibex under any Material Contract or any other sales representative, customers material term or suppliers;provision of any Material Contract. (e) management, employment, service, consulting, severance or other similar type The Contracts identified in Part 2.10 of Contract (other than the Disclosure Schedule collectively constitute all of the Contracts with necessary to enable Ibex to conduct its business in the Buyer);manner in which its business is currently being conducted. (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any Part 2.10 of the Acquired Assets;Disclosure Schedule identifies and provides a brief description of each proposed Contract as to which any bid, offer, award, written proposal, term sheet or similar document has been submitted or received by Ibex since January 1, 1996. (g) collective bargaining agreement or other Contract with any labor union or association representing employees;Part 2.10 of the Disclosure Schedule provides an accurate description and breakdown of Ibex's backlog under Ibex Contracts. (h) Contracts for (iExcept as set forth in Part 2.10(h) of the purchase Disclosure Schedule, Ibex has not entered into and is not negotiating any Government Contract or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (includingGovernment Bid, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts and Ibex is not and will not be required to make any capital expenditures filing with or capital additions or improvements; (l) Contracts relating to the storage or warehousing of give any Inventory or products of the Businessnotice to, or to obtain any Consent from, any Governmental Body under or in connection with any Government Contract or Government Bid as a result of or by virtue of (A) the charter execution, delivery of performance of this Agreement or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound other agreements referred to in this Agreement, or subject(B) the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Contracts. (i) Except as described in the Buyer SEC Documents, there are no contracts, arrangements, commitments or understandings that are material to the business, assets, liabilities, capitalization, prospects, condition (financial or otherwise) or results of operations of Buyer and its Subsidiaries (collectively, the contracts, arrangements, commitments or understandings of the type described in this Section 4.2(j)(i), including those set forth in Section 4.2(j)(i) of the Buyer Disclosure Schedule or filed with the Buyer SEC Documents, "BUYER CONTRACTS," and each a "BUYER CONTRACT"). (ii) Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xiSection 4.2(j)(ii) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries of the material terms Buyer Disclosure Schedule, neither the Buyer nor any of which are set forth in Schedule 3.12), the Seller its Subsidiaries is not a party to or is bound by any agreement, contract, leasearrangement, optioncommitment or understanding (whether written or oral): (A) which, license, commitment, instrument upon the consummation or any other binding obligation or arrangement (oral or written) by or to which any Buyer stockholder approval of the Acquired Assets are bound transactions contemplated by this Agreement, will (either alone or subject upon the occurrence of any additional acts or events) result in a requirement to obtain the consent of the other party to such contract, arrangement, commitment or understanding or in a termination of any such contract; or (B) which are material to materially restricts the conduct of any line of business by Buyer or any Subsidiary thereof (including the Business (collectively, the “Contracts”Surviving Corporation) including, without limitation, any: (a) covenant not to compete or other covenant upon consummation of the Seller (i) limiting Merger or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting will materially restrict the ability of Buyer or the Seller from entering into Surviving Corporation or any market or Subsidiary thereof to engage in any line of business or competing with the sale of any Person in connection with products, including but not limited to those products collectively sold by Buyer and the Business;Company immediately prior to the Effective Time. (biii) Contracts with Each Buyer Contract is valid and binding on Buyer and any Affiliate of its Subsidiaries that is a party thereto, as applicable, and in full force and effect, (B) Buyer and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Buyer Contract, and (C) neither Buyer nor any of its Subsidiaries knows of, or has received notice of, the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a material default on the part of Buyer or any of its Subsidiaries under any such Buyer Contract. (iv) Neither Buyer nor any of its Subsidiaries has received any notice, whether written or oral, from any other party to a Buyer Contract of the Seller or other party's intention to terminate any Manager, officer, or employee such Buyer Contract whether as a result of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase announcement or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any consummation of the Acquired Assets; (g) collective bargaining agreement transactions contemplated hereby or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound or subjectotherwise.

Contracts. (a) Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xion Section 3.19(a) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries of the material terms of which are set forth in Disclosure Schedule 3.12)and the Transaction Documents, the Seller Redemption Notice, Founder Repurchase Agreement, Founder Loan Note and the Chaview Documents, neither any Group Company nor any Subsidiary is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, anyby: (ai) covenant not any material Contract (x) providing for or relating to compete employment or other covenant the termination of any Key Employee of the Seller Company; and (y) providing for any obligation of any Group Company to make payments, other than (i) limiting or restricting in the developmentordinary course of business, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) any grant pursuant to the ESOP, or (iii) any payment under the Company’s bonus schemes described under Section 3.24 of the Disclosure Schedule to any Key Employee; (ii) any material Contract (other than the Transaction Documents) with any Person containing any provision or covenant prohibiting or limiting or restricting the ability of the Seller from entering into Company or any market Subsidiary to engage in any business activity or line of business or competing compete with any Person in connection with the BusinessPerson; (biii) Contracts with any Affiliate of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any material partnership, joint venture, limited liability company, limited liability partnership shareholders or other similar entityContracts with any Person (excluding any Contract entered into by any Group Company in connection with the advertising business cooperation with Dragon TV and Tianjin Satellite TV); (kiv) Contracts any Contract relating to Indebtedness of any Group Company or to any preferred shares issued by any Group Company, other than the incurrence of accounts payable in the ordinary course of business of the Group Companies; (v) any material Contract relating to (x) the future disposition or acquisition of any Assets and Properties and (y) any merger or other business combination; (vi) any material Contract between or among any Group Company, on the one hand, and the Founder, on the other hand; (vii) any Contract (other than the Transaction Documents) that in any material respect, (x) limits, or contains restrictions on, the ability of any Group Company to declare or pay dividends on, to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts distribution in respect of or to issue or purchase, redeem or otherwise acquire its Equity Securities, to incur Indebtedness, to incur or suffer to exist any Indebtedness Encumbrance, to purchase or sell any Assets and Properties, to change the lines of business in which it participates or engages or to engage in any Personbusiness combination or (y) require any Group Company to maintain specified financial ratios or levels of net worth or other indicia of financial condition; orand (nviii) any other Contract that requires the payment by or to any Group Company or any Subsidiary of more than One Million Renminbi (RMB1,000,000) annually, except (x) any Contract (to which any Group Company is a party or by which any Group Company is bound) made in the ordinary course of business of the Acquired Assets Group Companies; and (y) any Contract to which any Group Company is a party or by which any Group Company is bound made in relation to the Initial Public Offering. (b) Each Contract required to be disclosed in Section 3.19(a) of the Disclosure Schedule constitutes a legal, valid and binding agreement of the Group Companies who are bound parties to such Contract, enforceable against them in accordance with its terms; and except as disclosed in Section 3.19(b) of the Disclosure Schedule, none of the Group Companies is aware of, or subjecthas received any notice that it is, in violation or breach of or default under any such Contract (or with notice or lapse of time or both, would be in violation or breach of or default under any such Contract).

Contracts. Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi) and Schedule Section 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries of the VCI Disclosure Schedule lists all material terms written agreements to which VCI or any of which are set forth in Schedule 3.12), the Seller its Subsidiaries is not a party to or bound by any agreementwhich it is bound, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, anyincluding but not limited to: (a) covenant not any written arrangement for the provision of products or services to compete customers or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Businessthird parties; (b) Contracts with any Affiliate written arrangement for the purchase of raw materials, commodities, supplies, products or other personal property or for the Seller receipt of consulting or any Manager, officer, or employee of the Seller (excluding the Buyer)other services; (c) continuing Contract for the future purchase any written arrangement establishing a partnership, joint venture development, marketing or price of commodities, raw materials, supplies or equipmentdistribution arrangement; (d) Contracts with distributors any written arrangement under which it has created, incurred, assumed, or other sales representativeguaranteed (or may create, customers incur, assume, or suppliersguarantee) indebtedness (including capitalized lease obligations) or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (e) management, employment, service, consulting, severance any written arrangement concerning confidentiality or other similar type of Contract noncompetition (other than Contracts standard confidentiality agreements with the Buyeremployees, consultants or directors); (f) mortgage, pledge, security any written agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale contract or title retention agreement, equipment financing obligation commitment that calls for fixed and/or contingent payments or other instrument, in expenditures (including without limitation any case, granting an Encumbrance upon any of the Acquired Assetsadvertising or revenue sharing arrangement); (g) collective bargaining agreement any written outstanding sales or other Contract with any labor union advertising contract, commitment or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property proposal (including, without limitation, the Real Propertyinsertion orders, slotting agreements or other agreements under which VCI or any of its Subsidiaries has allowed third parties to advertise on or otherwise be included in World Wide Web sites of VCI or any of its Subsidiaries); (h) any written agreements, contracts or commitments with officers, employees, agents, consultants, advisors, salesmen, sales representatives, distributors or dealers that are not cancelable "at will" and without liability, penalty or premium. (i) Contracts regarding the Releaseany written employment, transportation independent contractor or disposal similar agreement, contract or commitment that is not terminable on thirty (30) days' notice or less without penalty, liability or premium of Hazardous Materialsany type, including, without limitation, severance or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws;termination pay. (j) Contracts establishing any written arrangement involving any VCI shareholders or creating their Affiliates. Neither VCI nor any partnershipof its Subsidiaries is a party to any oral contract, joint ventureagreement or other arrangement which, if reduced to written form, would be required to be listed in Section 3.12 of the VCI Disclosure Schedule. All of the agreements listed in the VCI Disclosure Schedule to which VCI or any of its Subsidiaries is a party are valid, binding, in full force and effect and enforceable in accordance with their respective terms, except as such enforceability may be limited liability companyby applicable bankruptcy, limited liability partnership insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity). Except as set forth in Section 3.12 of the VCI Disclosure Schedule, no such contract contains any liquidated damages, penalty or similar entity; (k) Contracts provision. To VCI's knowledge, no party to make any capital expenditures such contract intends to cancel, withdraw, modify or capital additions amend such contract, agreement or improvements; (l) Contracts relating arrangement. Except as set forth in Section 3.12 of the VCI Disclosure Schedule, neither VCI nor any of its Subsidiaries is in default under or in breach or violation of, nor, to the storage VCI's knowledge, is there any valid basis for any claim of default by VCI or warehousing any of its Subsidiaries under, or breach or violation by VCI or any of its Subsidiaries of, any material provision of any Inventory or products contract listed on the VCI Disclosure Schedule. Except as set forth in Section 3.12 of the BusinessVCI Disclosure Schedule, to VCI's knowledge no other party is in default under or the charter in breach or purchase violation of, nor is there any valid basis for any claim of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) default by any other Contract party under or any breach or violation by or to which any of the Acquired Assets are bound or subjectother party of, any such contract.

Contracts. Except Except: (i) with respect to contracts or agreements with the Purchaser or the Purchaser's Subsidiaries, or (ii) as set forth in on Schedule 1.01(a)(v)3.11 annexed hereto, Schedule 1.01(a)(xi) to the knowledge of ▇▇▇▇▇ and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries of the material terms of which are set forth in Schedule 3.12)Suozzi, the Seller Company is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, any: (a) covenant not contract or agreement involving amounts payable to compete the Company during any 12-month period that will aggregate $100,000 or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Businessmore; (b) Contracts with management, consultant or employment contract under which there are amounts payable by the Company during any Affiliate of the Seller 12-month period that will aggregate $75,000 or any Manager, officer, or employee of the Seller (excluding the Buyer)more; (c) continuing Contract for contract obligating the future purchase Company to make severance or price similar payments to any employee or officer of commodities, raw materials, supplies the Company upon termination of employment or equipmentto make payments to any officer or employee of the Company in excess of the officer's or employee's regular salary and reimbursement of ordinary business expenses; (d) Contracts contract or agreement with distributors any distributor, dealer or other sales representative, customers representative that is not cancelable without liability to the Company on a maximum of thirty (30) days notice and under which there are amounts payable by the Company during any 12-month period that will aggregate $100,000 or suppliersmore; (e) managementcontract or agreement of any nature whatsoever between the Company, employmenton the one hand, serviceand any past or present director or officer of the Company or any of its Affiliates, consultingon the other hand; (f) contract or agreement relating to any loan, severance factoring or credit line; (g) lease of Real Property other than those described on Schedule 3.12 annexed hereto; (h) lease of Tangible Property under which the Company is a lessor or lessee involving payments by or to the Company in excess of $100,000 in any 12-month period; (i) purchase commitments, requirements or similar contracts (or series of related purchase commitments, requirements or similar contracts) involving amounts payable by the Company during any 12-month period that will aggregate $100,000 or more; (j) outstanding guaranty, subordination or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed whether or not entered into in the ordinary course of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entitybusiness; (k) Contracts to make any capital expenditures or capital additions or improvementsmaterial contract concerning non-competition; (l) Contracts relating to material contract concerning confidentiality, except in the storage or warehousing ordinary course of any Inventory or products of the Business, or the charter or purchase of transportation or shipping servicesbusiness; (m) guarantees joint venture, partnership, cooperative arrangement or any other Contracts in respect contract involving a sharing of profits; (n) material contract with any Indebtedness Governmental Authority (including any conciliation agreement, consent decree or letter of any Personcommitment); or (o) proposed arrangement or contract which the Company reasonably believes to be near consummation and of a type that if entered into would be a contract described in subsections (a) through (n) any other Contract above. Accurate and complete copies of each such documents have been delivered by the Company and/or ▇▇▇▇▇ or ▇▇▇▇▇▇ to the Purchaser or made available to the Purchaser at the Company's offices. To the knowledge of ▇▇▇▇▇ and Suozzi, each material contract to which the Company is a party is in full force and effect and is enforceable by the Company in accordance with its terms against all other parties thereto, subject as to enforceability to bankruptcy, insolvency and similar laws affecting creditors' rights generally. To the knowledge of ▇▇▇▇▇ and ▇▇▇▇▇▇, the Company has not received any notice of a default under any such contract listed on Schedule 3.11 or Schedule 3.12 annexed hereto and, to the Acquired Assets are bound knowledge of ▇▇▇▇▇ and Suozzi, no event or subjectcondition 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 listed on Schedule 3.11 annexed hereto.

Contracts. Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries Section 4.13 of the material terms Company Disclosure Schedules sets forth a complete and accurate list of which are set forth in Schedule 3.12), all of the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or following Contracts to which any Company Entity is a party or by which it is bound as of the Acquired Assets are bound or subject or which are material to the conduct of the Business date hereof (collectively, the such Contracts being “Material Contracts”) including, without limitation, any:): (a) covenant not to compete or other covenant of Contracts for the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products assets of any Company Entity with a value in excess of $250,000 individually or $500,000 in the Business aggregate, other than in the ordinary course of business, or for the grant to any future line extension Person of any preferential rights to purchase any of such products into assets other forms or (ii) limiting or restricting than in the ability ordinary course of the Seller from entering into any market or line of business or competing with any Person in connection with the Businessbusiness; (b) Contracts with any Affiliate for joint ventures, partnerships or sharing of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer)profits; (c) continuing Contract for the future purchase Contracts containing covenants not to compete in any line of business or price of commodities, raw materials, supplies or equipmentwith any Person in any geographical area; (d) Contracts containing covenants not to solicit or hire any Person with distributors or other sales representativerespect to employment, customers or except for any such Contracts entered into in the ordinary course with suppliers; (e) managementContracts entered into during the past three (3) years relating to the acquisition or disposition (by merger, employment, service, consulting, severance purchase of stock or assets or otherwise) by any Company Entity of any business or a material amount of stock or assets of any other similar type of Contract (other than Contracts with the Buyer)Person; (f) mortgageContracts evidencing Indebtedness in excess of $500,000 (whether incurred, pledgeassumed, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale guaranteed or title retention agreement, equipment financing obligation or other instrument, in secured by any case, granting an Encumbrance upon any of the Acquired Assetsasset); (g) collective bargaining agreement except for standard indemnification provisions in Contracts entered in the ordinary course of business, any Contract under which any Company Entity is required to provide continuing indemnification or a guarantee of obligations of any Person (other than any other Company Entity) or the assumption of any Tax, environmental or other Contract with Liability of any labor union or association representing employeesPerson; (h) Contracts for (i) the purchase any Contract under which any Company Entity has advanced or lease loaned any amount to any of any real its managers, directors or personal property executive officers and such advance or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property)loan remains outstanding; (i) Contracts regarding any Contract between any Company Entity, on the Releaseone hand, transportation and any of their respective managers, directors or disposal of Hazardous Materialsexecutive officers, or on the clean-upother hand, abatement or other action relating to Hazardous Materials or Environmental Lawsthan the Employment Contracts; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entitythe Employment Contracts; (k) Contracts to make any capital expenditures collective bargaining agreements or capital additions or improvementsContracts; (l) Contracts relating to the storage or warehousing with suppliers of any Inventory Company Entity that involve contractual commitments by a Company Entity to make annual payments in excess of $250,000 per year and that cannot be canceled by a Company Entity without penalty or products of the Business, or the charter or purchase of transportation or shipping serviceswithout more than thirty (30) days’ notice; (m) guarantees or other Contracts than agreements with third-party paying agents that are owned by a Governmental Authority, any Contract with a Governmental Authority in respect excess of any Indebtedness of any Person; or$100,000; (n) any Contract under which any Company Entity is obligated to make any capital commitment or expenditure in excess of $250,000 in any twelve month period; (o) Contracts with each of the Top Paying Agents and the Top Depository Institutions; (p) Any Contract with a bank or other provider of transaction processing or settlement services for the funding of transfers initiated through services provided by the Company or its Subsidiaries; and (q) other Contracts (other than those listed in clauses (a) through (p) of this Section 4.14 and other than the Employment Contracts) (A) that involve aggregate consideration in excess of $250,000 per year, and (B) that cannot be canceled by the Company without penalty or without more than 30 days’ notice. Except as set forth in Section 4.13 of the Company Disclosure Schedules, each Material Contract is valid, binding and enforceable on the applicable Company Entity in accordance with its terms and, to the Company’s Knowledge, each other party thereto (assuming the valid execution by such party), and is in full force and effect, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). No Company Entity, nor to the Company’s Knowledge, any other party thereto is in breach of or default under in any material respect, or has provided or received any written notice of any intention to terminate, any Material Contract. To the Company’s Knowledge, as of the date hereof, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default in any material respect under any Material Contract by or the Company Entity party thereto. Complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto) have been made available to which any of the Acquired Assets are bound or subjectParent.

Contracts. Except as (a) Section 2.18(a) of the Disclosure Schedule (with paragraph references corresponding to those set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xibelow) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, contains a true and complete summaries list of each of the material following Contracts or other arrangements (true and complete copies or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been delivered to Investor prior to the execution of which are set forth in Schedule 3.12this Agreement), to which the Seller Company or any Subsidiary is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of their respective Assets and Properties is bound: (A) all Contracts (excluding Benefit Plans) providing for a commitment of employment or consultant services for a specified or unspecified term, the Acquired name, position and rate of compensation of each Person party to such a Contract and the expiration date of each such Contract; and (B) any written or unwritten representations, commitments, promises, communications or courses of conduct involving an obligation of the Company or any Subsidiary to make payments (with or without notice, passage of time or both) to any Person in connection with, or as a consequence of, the transactions contemplated hereby (including the exercise of the Warrants) or by the Operative Agreements or to any employee who is disclosed in Section 2.22(a) of the Disclosure Schedule, other than with respect to salary or incentive compensation payments in the ordinary course of business consistent with past practice; (ii) all Contracts with any Person containing any provision or covenant prohibiting or limiting the ability of the Company or any Subsidiary to engage in any business activity or compete with any Person or prohibiting or limiting the ability of any Person to compete with the Company or any Subsidiary or prohibiting or limiting disclosure of confidential or proprietary information; (iii) all partnership, joint venture, shareholders' or other similar Contracts with any Person; (iv) all Contracts relating to Indebtedness of the Company or any Subsidiary; (v) all Contracts (A) with independent contractors, distributors, dealers, manufacturers' representatives, sales agencies or franchisees, (B) with aggregators, manufacturers and equipment vendors, and (C) with respect to the sale of services, products or both, to customers; (vi) all guarantees of any Indebtedness or other obligations of the Company, any Subsidiary or any third Person; (vii) all Contracts relating to (A) the future disposition or acquisition of any Assets are bound and Properties, other than dispositions or subject acquisitions in the ordinary course of business consistent with past practice and the provisions of this Agreement and the Operative Agreements, and (B) any Business Combination; (viii) all executory Contracts between or among the Company or any Subsidiary, on the one hand, and any current or former officer, director, stockholder, manager, member, Affiliate or Associate of the Company or any Subsidiary or any Associate of any such officer, director, stockholder or Affiliate (other than the Company or any Subsidiary), on the other hand, other than contracts disclosed pursuant to Section 2.18(a)(i); (ix) all collective bargaining or similar labor Contracts; (x) all Contracts that (A) limit or contain restrictions on the ability of the Company or any Subsidiary to declare or pay dividends on, to make any other distribution in respect of or to issue or purchase, redeem or otherwise acquire its capital stock, to incur Indebtedness, to incur or suffer to exist any Lien, to purchase or sell any Assets and Properties, to change the lines of business in which it participates or engages or to engage in any Business Combination, (B) require the Company or any Subsidiary to maintain specified financial ratios or levels of net worth or other indicia of financial condition or (C) require the Company or any Subsidiary to maintain insurance in certain amounts or with certain coverages; (xi) all powers of attorney and comparable delegations of authority; (xii) all Company Management Agreements and Third Party Management Agreements; and (xiii) all other Contracts not otherwise required to be disclosed in Section 2.18(a) of the Disclosure Schedule which are material to the conduct Business or Condition of the Business (collectively, the “Contracts”) including, without limitation, any: (a) covenant not to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business;Company. (b) Contracts with any Affiliate Each Contract required to be disclosed in Section 2.18(a) of the Seller or Disclosure Schedule, including each Company Management Agreement and each Third Party Management Agreement is in full force and effect (except for breaches and defaults of which neither the Company nor any ManagerSubsidiary has any knowledge) and constitutes a legal, officervalid and binding agreement, or employee enforceable in accordance with its terms, of each party thereto; and, except as disclosed in Section 2.18(b) of the Seller Disclosure Schedule, neither the Company, any Subsidiary nor, to the knowledge of the Company and the Subsidiaries, any other party to such Contract is, nor has received notice that it is, in violation or breach of or default under any such Contract (excluding the Buyeror with notice or lapse of time or both, would be in violation or breach of or default under any such Contract);. (c) continuing Neither the Company nor any Subsidiary has knowledge of any Contract for to which either is a party that could give rise to a material Loss to the future purchase Company or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any Subsidiary by reason of the Acquired Assets; (g) collective bargaining agreement pricing terms or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound or subjectterms contained therein.

Contracts. Except (a) Section 5.11(a) of the Disclosure Letter lists, as of the Relevant Time , the following Contracts that are in effect and to which the Company is a party or to which it, or any of its assets and properties, is bound (each such Contract and each Contract required to be listed in Section 5.11(a) of the Disclosure Letter, whether or not set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries such section of the material terms of which are set forth in Schedule 3.12)Disclosure Letter, the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “ContractsMaterial Contract”) including, without limitation, any:): (a) covenant not to compete or other covenant of the Seller (i) limiting or restricting employment and consulting Contracts with current and former Company Personnel, other than employment offer letters issued to Company Personnel on the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or Company’s standard form made available to Buyer without material deviation; (ii) limiting or restricting Contracts that limit the ability freedom of the Seller from entering into Company or any market or Affiliate to compete in any line of business or competing with any Person in connection with the Businessgeographic area; (biii) Contracts with or involving (A) the Seller or any Previous Seller or any Affiliate (other than the Company) of the Company or of the Seller or any Manager, officer, Previous Seller or employee (B) any former holder of Company Capital Stock or any Affiliate (other than the Seller (excluding the Buyer)Company) thereof; (civ) continuing Contract Contracts for the future purchase or price sale of commoditiesproducts or the furnishing or receipt of services (other than employment) (A) calling for performance over a period of more than one year, raw materials(B) requiring or otherwise involving payment by or to the Company of more than an aggregate of US$[***], supplies (C) in which the Company has granted “most favored nation” pricing provisions or equipmentmarketing or distribution rights relating to any products or territory or (D) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (dv) Contracts with distributors for any joint venture, partnership, joint product development, strategic alliance or other sales representative, customers or suppliersco-marketing arrangement; (evi) managementContracts under which the Company has borrowed (or may borrow) any money from, employmentor issued (or may issue) any note, servicebond, consulting, severance debenture or other similar type evidence of Contract (other than Contracts with the Buyer)Indebtedness to, any Person; (fvii) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation Contracts involving any mortgage or other instrument, in any case, granting an Encumbrance Lien other than Permitted Liens upon any of the Acquired Assetsreal property or other assets; (gviii) collective bargaining agreement Contracts involving any resolution or settlement of any Action, investigation or other dispute; (ix) any engagement letter or similar Contract with any labor union broker, finder or association representing employeesinvestment banker; (hx) all Contracts for (ilisted in Section 5.12(b)(i) of the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property);Disclosure Letter; and (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (nxi) any other Contracts involving future payments in excess of US$50,000 and not entered into in the Ordinary Course of Business. (b) Each Material Contract is in full force and effect, and is valid and binding and enforceable in accordance with its terms against the Company and, to the Company’s knowledge, the other parties thereto, subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and general principles of equity, and has been negotiated in good faith on an “arm’s length” transaction basis. A true, correct and complete copy of each written Material Contract and a true, correct and complete summary of each oral Material Contract have been made available to Buyer. There is no material violation, breach (including anticipatory breach) or default under any Material Contract by or the Company or, to which any the knowledge of the Acquired Assets are bound Company, by any other party thereto, and no event has occurred or subjectcondition exists that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or, to the knowledge of the Company, any other party thereto, and the Company has not received or given notice of any default or claimed or purported or alleged default or state of facts which, with notice or lapse of time or both, would constitute a default on the part of any party in the performance or payment of any Material Contract. No notice, waiver, consent or approval is required (or the lack of which would give rise to a right of termination, cancellation or acceleration of, or entitle any party to accelerate, whether after the giving of notice or lapse of time or both, any obligation under the Material Contracts) under or relating to any Material Contract in connection with the execution, delivery and performance of the C/C Transaction Agreements or the consummation of the transactions contemplated thereby.

Contracts. Except Schedule 4.12 sets forth a true, correct and complete list of the following written contracts, agreements, leases, commitments and other instruments to which a Seller is, or is performing obligations as though it were, a party (other than the Employment Agreements set forth in on Schedule 1.01(a)(v4.14 and the Seller Benefit Plans set forth on Schedule 4.15), in each case only to the extent related to, in connection with or otherwise affecting the Assets, the Business or the ownership or operation of the Assets or the Business but only to the extent they will become Assumed Contracts: (a) each lease or license involving any Assets (whether real, personal or mixed, tangible or intangible) involving an annual commitment or payment of more than $2,500,000 individually by any of the Sellers; (b) all contracts and agreements to which a Seller is a party that limit or restrict any of the Sellers or any Key Business Employees of any of the Sellers from engaging in any business in any jurisdiction; (c) all contracts and agreements for capital expenditures or the acquisition or construction of fixed assets, in each case requiring the payment by any of the Sellers after the date hereof of an amount in excess of $2,500,000; (d) all contracts that provide for an increased payment or benefit, or accelerated vesting, upon the execution hereof or the Closing or in connection with the transactions contemplated hereby; (e) all contracts and agreements granting any Person a Lien (other than a Permitted Lien) on all or any part of the Assets; (f) all contracts and agreements for the cleanup, abatement or other actions in connection with any Hazardous Materials, the remediation of any existing environmental condition or relating to the performance of any environmental audit or study; (g) all contracts and agreements granting to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any of the Assets; (h) all contracts and agreements with any agent, distributor or representative that is not terminable without penalty on 90 days’ or fewer notice; (i) all contracts and agreements for the granting or receiving of a license, sublicense or franchise under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment in excess of $100,000 annually; (j) all joint venture or partnership contracts and all other contracts providing for the sharing of any profits (but excluding the limited partnership agreement of Huntsman Fuels); (k) all customer and supplier contracts, not terminable without penalty on 90 days’ or fewer notice either by the Seller party thereto or the applicable customer or supplier, for the provision of goods or services with a value in excess of $2,500,000 in any year during the two-year period ended December 31, 2005 by any of the Sellers; (l) all outstanding powers of attorney empowering any Person to act on behalf of any of the Sellers that would be binding on the Purchaser as a result of the closing of the transactions under this Agreement; (m) the software license agreements set forth on Schedule 1.01(a)(xi4.12(m) (“Transferred Software License Agreements”); and (n) all existing contracts, agreements, arrangements and Schedule 3.12 commitments (orother than those described in subsections (a) through (m) of this Section 4.12) to which any of the Sellers is a party or by which the Assets are bound (i) involving an annual commitment or annual payment to or from such Seller of more than $2,500,000 individually or (ii) that is material to the Business, individually. True, correct and complete copies of the Assumed Contracts described above in this Section 4.12 have been made available to the Purchaser or its representatives or agents. Subject to the following paragraph, the Assumed Contracts are legal, valid, binding and enforceable in all material respects in accordance with their respective terms with respect to the Sellers that are a party to such Assumed Contracts, and to the Sellers’ Knowledge with respect to each other Person party thereto, subject in each case to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts granting equitable remedies. There is no existing material default or breach by any of the Sellers under any Assumed Contract (or event or condition that, with notice or lapse of time or both could constitute a material default or breach), and to the Sellers’ Knowledge, there is no such material default (or event or condition that, with notice or lapse of time or both, could constitute a material default or breach) with respect to any third party to any such Assumed Contract. As of the date hereof, no party to any Assumed Contract is (x) repudiating any provision thereof, (y) failing to perform its obligations thereunder claiming force majeure or other right to suspend performance or (z) claiming any right to offset, discount or otherwise ▇▇▇▇▇; in each case, in respect of any material amount or performance obligation owing thereunder, and except, in the case of oral Contracts or oral Grain Contractsclause (z), true and complete summaries only as expressly permitted by the applicable contract. None of the material terms rights of which are either Seller in the Assumed Contracts is subject to a Lien other than a Permitted Lien. Schedule 4.12 identifies with an asterisk each Assumed Contract set forth in Schedule 3.12)therein that requires the consent of or notice to the other party thereto to avoid any breach, the Seller is not a party to default or bound by any agreement, violation of such contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, any: (a) covenant not to compete agreement or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person instrument in connection with the Business; (b) Contracts with any Affiliate transactions contemplated hereby, including the assignment of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer); (c) continuing such Assumed Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts Purchaser. The representations and warranties in this Section 4.12 in respect of MTBE Contracts are given only as of the date hereof. Certain of the Assumed Contracts may not in fact have been executed on behalf of a Seller and/or other Person party (or intended to be party) thereto or may have expired or be beyond their term. The Purchaser accepts the risk that if in fact any Indebtedness of any Person; or such contract was not fully executed or has expired or is beyond its term, it may not be enforceable by the Sellers (n) or after the Closing, the Purchaser), against any other Contract by or party thereto. Subject to which any the preceding sentence, all representations and warranties of the Acquired Assets are bound Sellers in the paragraph immediately above shall apply with respect to each such contract as if it had been fully and validly executed, or subjectwas within its stated term, as applicable.

Contracts. Except as set forth in (a) Schedule 1.01(a)(v), Schedule 1.01(a)(xi4.14(a) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true is an accurate and complete summaries list of all the Contracts (other than any Contract relating to any Benefit Plan) of the following types to which the Seller or Marconi IP is a party, or by which either is bound, that relate primarily to, or are material terms of which are set forth in Schedule 3.12)to the operation or conduct of, the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by Access Business or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, anyis subject: (ai) each Contract which requires, on an annual basis, a payment by any party in excess of, or a series of payments which in the aggregate exceed, $100,000 (as pertaining to the Access Business) or provides for the delivery of goods or performance of services, or any combination thereof, having a value in excess of $100,000 (as pertaining to the Access Business); (ii) each Contract with a sales representative, manufacturer's representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distribution or promotional activities, or any Contract to act in one of the foregoing specified capacities on behalf of any Person; (iii) each Contract pursuant to which the Seller or Marconi IP has made or will make loans or advances, or has incurred, or is obligated to incur, indebtedness for borrowed money or has become a guarantor or surety or pledged its credit for or otherwise become responsible with respect to any undertaking of another Person ("Guarantees") (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business) or any Contract granting a Lien upon any Assets other than Permitted Liens; (iv) each Contract with suppliers (including purchase orders) which has a commitment of more than $100,000 on an annual basis; (v) each covenant not to compete or other covenant of the Seller (i) limiting or any of its Affiliates restricting the development, manufacture, marketing, marketing or distribution or sale of any of the products and services of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Access Business; (bvi) Contracts each material Contract with any Affiliate of the Seller or (the "Affiliate Contracts"); (vii) each Contract with any Manager, officer, director or employee of the Seller or any of its Affiliates (excluding the Buyerother than employment agreements and "at will" arrangements); (cviii) continuing each lease, sublease or similar Contract with any Person under which the Seller is a lessor or sublessor of, or makes available for use to any Person, (A) any Assets or (B) any portion of the future purchase or price of commodities, raw materials, supplies or equipmentBedford Facility; (dix) Contracts with distributors or other sales representativeeach license, customers or suppliers; (e) managementsublicense, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement option or other Contract with relating, in whole or in part, to any labor union Transferred Intellectual Property (including any license or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by other Contract under which the Seller or any of its Affiliates granted the right to use any real or personal property (including, without limitation, the Real Transferred Intellectual Property); (ix) Contracts regarding each confidentiality agreement (other than (A) any confidentiality agreement entered into in the Release, transportation or disposal ordinary course of Hazardous Materials, or business with a Person who (together with such Person's Affiliates) does not compete in any manner with the clean-up, abatement or other action relating to Hazardous Materials or Environmental LawsAccess Business and (B) any confidentiality agreement entered into in connection with the sale of the Access Business); (jxi) Contracts establishing each Contract with a customer (including sales order) that involves an obligation of the Seller to deliver products and services for payment of or creating having a fair market value of more than $100,000; (xii) each Contract (A) for the sale of any partnershipAsset (other than inventory sales in the ordinary course of business), (B) for the grant of any preferential rights to purchase any Asset (other than inventory in the ordinary course of business) or (C) for the grant of any exclusive right to use any Asset; (xiii) each Contract with any Governmental Authority; (xiv) each Group Contract; (xv) each Contract for any joint venture, limited liability company, limited liability partnership or similar entity;arrangement; and (kxvi) Contracts each written Contract other than as set forth above to make which the Parent, the Seller or Marconi IP is a party or by which it or any capital expenditures of its assets or capital additions business is bound or improvements;subject that is material to the Access Business. (lb) Contracts relating Except as set forth in Schedule 4.14(b), neither the Seller nor Marconi IP nor any Affiliate of the Seller or Marconi IP (as applicable) has since January 1, 2001 (with or without the lapse of time or the giving of notice, or both) materially breached the provisions of, or is in material default under, the terms of (i) any Contract listed on Schedule 4.14(a) that is a Purchased Contract or is material to the storage operation of the Access Business or warehousing (ii) any Material Personal Property Lease (collectively, the "Material Contracts"), and, to the Seller's knowledge, no other party to any Material Contract is in material breach of the provisions of, or is in material default under the terms of, any Material Contract. Except as set forth in Schedule 4.14(b), all Material Contracts are valid, binding and in full force and effect and are enforceable against the Seller or Marconi IP (as applicable) and, to Seller's knowledge, the other party thereto, in accordance with their terms, subject to the Enforceability Limitations. Neither the Seller nor Marconi IP nor any of their respective Affiliates has received any written notice of the intention of any Inventory party to terminate any Material Contract. Complete and correct copies of all Material Contracts have been delivered or products made available to the Purchaser by the Seller, except as set forth in Schedule 4.10(b) or Schedule 4.14(a) (it being understood and agreed that certain pricing and product information related to the Other Businesses contained in the Material Contracts has not been made available or delivered to the Purchaser). (c) Schedule 4.14(c) sets forth each Material Contract with respect to which the Consent of the Business, other party or parties thereto must be obtained by virtue of the execution and delivery of this Agreement or the charter consummation of the transactions contemplated hereby or purchase under the Related Agreements to avoid the invalidity of transportation the transfer of such Material Contract, the termination thereof, a breach, violation or shipping services; (m) guarantees default thereunder or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by change or modification to which any of the Acquired Assets are bound or subjectterms thereof.

Contracts. Except (a) Section 4.14 of the Disclosure Schedule sets forth a complete and accurate list of the following Contracts to which the Company or any of its Subsidiaries is a party as set forth of the date hereof (each, a “Material Contract” and collectively the “Material Contracts”): (i) any Contract (including purchase orders) that involves performance of services or delivery of goods or materials by or to the Company or any of its Subsidiaries of an amount or value in Schedule 1.01(a)(v), Schedule 1.01(a)(xi) and Schedule 3.12 (or, excess of $25,000 individually or $75,000 in the case aggregate with the same counterparty; (ii) any Contract relating to capital expenditures and involving future payments in excess of oral Contracts $10,000 individually or oral Grain Contracts, true and complete summaries $25,000 in the aggregate; (iii) any Contract that expires more than one year after the date of the material terms of which are set forth in Schedule 3.12), the Seller is not this Agreement (including any Contract that renews automatically unless a party to or bound by any such Contract gives notice of non-renewal), except for non-disclosure agreements entered into in the ordinary course of business, employment agreements entered into on the Company’s standard form of employee agreement, contract, lease, option, license, commitment, instrument licenses for Shrink-Wrapped Code and licenses of Open Source; (iv) any Contract with support obligations that cannot be terminated with ninety (90) days’ notice without penalty; (v) any Contract providing for indemnification by the Company or any of its Subsidiaries of any Person, other binding obligation than Contracts entered in the ordinary course of business the purpose of which is not indemnification and where such indemnification is ancillary to the primary purpose of such Contracts; (vi) any dealer, distributor, reseller, sales representative, affiliate, joint marketing, strategic alliance, or arrangement similar Contract; (oral vii) (A) any Contract (other than those required to be disclosed pursuant to Section 4.14(a)(xix) hereof) with any current shareholder, officer or writtendirector of the Company, or any “affiliate” or “associate” of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act) by or to which (any of the Acquired Assets are bound foregoing, a “Related Party”), including any Contract providing for the furnishing of services by, rental of real or subject personal property from, or which are material otherwise requiring payments to the conduct of the Business or from any Related Party, or (collectively, the “Contracts”B) including, without limitation, any:any other Affiliate Agreement; (aviii) covenant not to compete or other covenant of the Seller (i) any Contract limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into Company or any of its Subsidiaries to engage or participate, or compete with any other Person, in any line of business, market or line geographic area, or to make use of business any Intellectual Property, or competing with any Person in connection with Contract granting most favored nation pricing, exclusive sales, distribution, marketing or other exclusive rights, rights of refusal, rights of first negotiation or similar rights and/or terms to any Person, or any Contract otherwise materially limiting the Businessright of the Company or any of its Subsidiaries to sell, distribute or manufacture any products or services or to purchase or otherwise obtain any Intellectual Property, software, components, parts, subassemblies or services; (bix) Contracts with any Affiliate all IP Contracts, excluding licenses for only Shrink-Wrapped Code, licenses of Open Source set forth in Section 4.12(r) of the Seller Disclosure Schedule, non-disclosure Contracts entered into the ordinary course of business consistent with past practice, Contracts for the sale, license, support or any Managerservice of Company Products in the ordinary course of business consistent with past practice pursuant to the Company’s or its Subsidiaries’ standard customer Contract, officer, or employee the form of the Seller (excluding the which has been made available to Buyer); (cx) continuing Contract for all licenses, sublicenses and other Contracts pursuant to which the future purchase Company or price any of commoditiesits Subsidiaries has agreed to any restriction on the right of the Company or any of its Subsidiaries to use or enforce any Company Intellectual Property or pursuant to which the Company or any of its Subsidiaries agrees to encumber, raw materialstransfer or sell rights in or with respect to any Intellectual Property that are, supplies or equipmentwere, Company Intellectual Property; (dxi) Contracts with distributors any Contract providing for the development of any Intellectual Property, independently or other sales representativejointly, customers by or suppliersfor the Company or any of its Subsidiaries, except for any Contract between the Company or any of its Subsidiaries and any of their respective Employees and Contractors; (exii) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of any trust, loan agreement, credit agreement, indenture, conditional sale note, bond, debenture or title retention agreementany other document or Contract evidencing Indebtedness to any Person, equipment financing obligation any capitalized lease obligation, or other instrument, in any case, granting an Encumbrance upon commitment to provide any of the Acquired Assetsforegoing, or any agreement of guaranty, or other similar commitment with respect to the obligations or Liabilities of any other Person; (gxiii) collective bargaining agreement any Contract for the disposition of any material portion of the assets or business (whether by merger, sale of shares, sale of assets or otherwise) of the Company or any of its Subsidiaries; (xiv) any Contract for the acquisition of the business or capital stock of another party (whether by merger, sale of stock, sale of assets or otherwise); (xv) any hedging, futures or other derivative Contract; (xvi) any Contract concerning a joint venture, joint development or other similar arrangement with one or more Persons; (xvii) any (A) Contract, including any stock option plan, stock appreciation rights plan, stock purchase plan or phantom stock plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated or may be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, and (B) Share Restriction Agreement; (xviii) any Contract creating any obligation with respect to the payment of any severance, retention, bonus, success, change of control or other similar payment to any Person the payment or acceleration of which is triggered by the Company entering into this Agreement, or the consummation of any of the transactions contemplated hereby or any subsequent transactions or events; (xix) any Contract for the employment or engagement of any director, officer, employee or consultant of the Company or any of its Subsidiaries or any other type of Contract with any officer, employee, director or consultant of the Company or any of its Subsidiaries that is not immediately terminable by the Company or such Company’s Subsidiary without cost or Liability, including any Contract requiring it to make a payment to any director, officer, employee or consultant on account of the Acquisition (other than as expressly contemplated by this Agreement and other than Company Options award agreements); (xx) any Contract with any labor union or association representing any collective bargaining agreement or similar contract with the Company’s or its Subsidiaries’ employees; (hxxi) Contracts for any settlement agreement with respect to any Action; (ixxii) any Contract with any investment banker, broker, advisor or similar party, or any accountant, legal counsel or other Person retained by the purchase Company or any of its Subsidiaries, in connection with this Agreement and the transactions contemplated hereby; (xxiii) any lease of any real or personal property or (ii) other Contract materially affecting the sale ownership of, leasing of, or lease by the Seller of other interest in, any real or personal property (including, without limitation, the Real Property)property; (ixxiv) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Lawsany Real Property Lease; (jxxv) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products Contract that as a result of the Businessexecution of this Agreement by the Company would require the Company or any of its Subsidiaries to provide notice to another Person or take any other action not otherwise required under the terms of such Contract, or the charter would give rise to any additional rights or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Personobligations under such Contract; or (nxxvi) any other Contract by that involves $10,000 individually or $25,000 in the aggregate or more and is not cancellable without penalty within thirty (30) days. (b) True, complete and correct copies of each Material Contract (including all amendments thereto) have been made available to which Buyer. Each Material Contract is a valid and binding agreement of the Company or one of its Subsidiaries and, to the Knowledge of the Company, each other party thereto, enforceable against the Company or one of its Subsidiaries, and, to the Knowledge of the Company, each other party thereto, in accordance with its terms, and is in full force and effect with respect to the Company and its Subsidiaries, as applicable, and, to the Knowledge of the Company, each other party thereto, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Company and each of its Subsidiaries is in material compliance with and has not materially breached, violated or defaulted under, or received written notice that it has materially breached, violated or defaulted under, any of the Acquired Assets are bound terms or subjectconditions of any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in material breach, violation or default thereunder. (c) The Company and each of its Subsidiaries has performed all material obligations required to have been performed by the Company or its Subsidiaries pursuant to each Material Contract. (d) All outstanding indebtedness for borrowed money of the Company or its Subsidiaries may be prepaid without penalty, premium or other costs of any kind beyond principal and accrued interest.

Contracts. (a) Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries on Section 4.8 of the material terms Company Disclosure Schedule or as filed as exhibits to the Company SEC Documents, and except for this Agreement, as of which are set forth in Schedule 3.12)the date hereof, none of the Seller Acquired Companies is not a party to or is bound by any agreementContract, arrangement, commitment or understanding: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) pursuant to which any Acquired Company received customer revenues for the 2017 fiscal year in excess of $2,500,000; (iii) evidencing a commitment of any Acquired Company to make a capital expenditure or loan in excess of $2,000,000 (except with respect to equipment lease financing in the ordinary course of business); (iv) (A) containing a covenant limiting the ability of any Acquired Company to compete or engage in any line of business or to compete with any Person in any geographic area, lease(B) requiring any Acquired Company to conduct any business on a “most favored nations” basis with any third party, option, license, commitment, instrument or (C) providing for “exclusivity” or any similar requirement in favor of any third party; (v) relating to or evidencing Indebtedness or any guarantee of Indebtedness by any Acquired Company in excess of $4,000,000, other binding than any such Contract between or among the Acquired Companies; (vi) granting to an Acquired Company the right to use or register any material Intellectual Property Assets (other than standard form contracts granting rights to use readily available off-the-shelf software), restricting the right of an Acquired Company to use or register any material Intellectual Property Assets, or granting to a third party the right to use or register any material Intellectual Property Assets, including any material license agreements, coexistence agreements, and covenants not to ▇▇▇; (vii) providing for the acquisition or disposition of any assets (other than acquisitions or dispositions of assets in the ordinary course of business), businesses (whether by merger, sale of stock, sale of assets or otherwise) or capital stock or other equity interests of a third party that (A) has not yet been consummated or (B) has outstanding any material purchase price adjustment, “earn-out”, indemnification, payment or similar obligations on the part of any Acquired Company; (viii) the ultimate contracting party of which is a Governmental Entity and that is material to the Acquired Companies’ business (including any subcontract with a prime contractor or other subcontractor who is party to such Contract); (ix) other than with respect to any partnership that is wholly owned by the Company or any wholly owned Subsidiary of the Company, relating to the formation, creation, operation, management or control of any legal partnership or any joint venture entity pursuant to which an Subsidiary of the Company has an obligation (contingent or otherwise) to make a material investment in or material extension of credit to any Person; (x) prohibiting, limiting, conditioning or in any way restricting the sale of any businesses or assets of the Company; or (xi) that is the type of contract or arrangement that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act. (oral b) Each Contract, arrangement, commitment or written) understanding of the type described above in this Section 4.8, whether or not set forth in Section 4.8 of the Company Disclosure Schedule is referred to herein as a “Material Contract”. Except Material Contracts that have expired or terminated by their terms, all of the Material Contracts are valid and binding on the Acquired Companies, as the case may be, and, to the Knowledge of the Company, each other party thereto, as applicable, and in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium and other similar applicable Law affecting creditors’ rights generally and by general principles of equity. No Acquired Company has, and to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act, and no event or condition exists, which with or without notice, lapse of time or both would constitute a default under the provisions of any Material Contract, except in each case for those violations and defaults which, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. No Acquired Company has received written notice of any of the foregoing or any written notice from any other party under any Material Contract of an intent to terminate, cancel, materially change the scope of any rights under or fail to renew such Material Contract, and no Acquired Company or, to the knowledge of the Company, any other party to any Material Contract, has repudiated in writing any provision thereof. All contracts, agreements, arrangements and understandings by and between any of the Acquired Assets are bound Companies, on the one hand, and TA Associates Management, L.P. and any of its Affiliates or subject their respective successors or which are material to permitted transferees, on the conduct other hand, will terminate as of the Business (collectively, Closing without any action or further liability or obligation on the “Contracts”) including, without limitation, any: (a) covenant not to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale part of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business; (b) Contracts with any Affiliate of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound or subjectparties thereto.

Contracts. (a) Schedule 4.19(a) of the Seller Disclosure Schedules lists, as of the Agreement Date, and Seller has made available to Buyer correct and complete copies of, the following Contracts to which Seller is a party: (i) each Contract or group of related Contracts with the same Person for the performance of services or the delivery of any goods, equipment or materials by Seller (other than the Contracts or group of related Contracts with the same Person entered into by Seller in the Ordinary Course of Business involving aggregate payments to or by Seller of less than $25,000 during any 12-month period); (ii) each collective bargaining agreement; (iii) each Contract which provides for the payment of any severance benefits, retention bonuses or sale bonuses to any Business Employee, other than bonuses paid in the Ordinary Course of Business; (iv) agreements between Seller, on the one hand, and Parent or any other of its Affiliates, on the other; (v) each Contract or group of related Contracts with the same Person relating to the lease of tangible assets, personal property or equipment, specifying in each case whether Seller is the lessee or lessor (other than Contracts or group of related Contracts with the same Person in the Ordinary Course of Business involving aggregate payments to or by Seller of less than $25,000 during any 12-month period); (vi) each Contract relating to the license or use of Intellectual Property, specifying in each case whether the license is to or from Seller, other than licenses, terms of service agreements and similar Contracts for “shrinkwrap,” “clickwrap,” or other similar “off-the-shelf” software that is available on a retail basis; (vii) each employment or consulting Contract (other than offer letters on Seller’s standard form) which on its terms provides for annual compensation in excess of $100,000; (viii) each Contract with an Authority; (ix) each Contract involving capital expenditures in excess of $5,000 or the sale of any capital asset; (x) each Contract relating to the borrowing of money or to mortgaging, pledging or otherwise placing an Encumbrance on any of the Purchased Assets or the Business that will survive the Closing; (xi) each Contract relating to the lending of money (other than advances of expenses to employees in the Ordinary Course of Business, and player markers issued in the Ordinary Course of Business and reflected in the Business’s books and records) or to taking any mortgage, pledge or otherwise placing an Encumbrance on any assets of any Person; (xii) each Contract relating to a partnership, joint venture or joint development, marketing, sales or similar arrangement; (xiii) each Contract containing exclusivity, noncompetition, nonsolicitation or other provisions that prohibit, restrict or limit to any extent Seller’s right to (1) freely engage in any business anywhere in the world, or (2) solicit or engage the services of any Person; (xiv) each Contract that grants to any Person the right to occupy any portion of the Facilities; and (xv) each Assigned Contract which requires Consent to an assignment of the Contract or to a sale of all or substantially all of Seller’s or the Business’s assets or operations. (b) Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi4.19(b) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries of the material terms Seller Disclosure Schedules, (i) each of which are set forth the Assigned Contracts is valid and binding on Seller and, to the Knowledge of Seller, each other party thereto, and is in Schedule 3.12)full force and effect; (ii) no Person has given written notice or alleged in writing to Seller (or to the Knowledge of Seller, the otherwise alleged) that Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or party to which any of the Acquired Assets are bound or subject or which are material Assigned Contracts is in Breach thereof; (iii) to the conduct Knowledge of Seller no event has occurred, and no circumstance exists that was caused by Seller or Parent, and to the Business (collectivelyKnowledge of Seller no other circumstance exists, the “Contracts”) including, without limitation, any: (a) covenant not that has resulted or would reasonably be expected to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale result in a Breach of any of the products Assigned Contracts by Seller or by any other party thereto; and (iv) no party to any of the Assigned Contracts has in writing terminated or purported to terminate or requested any material modification or waiver thereof. There are no Contracts other than the Assigned Contracts and the Leases which are necessary for the operation or for the continued operation by Buyer of the Business or any future line extension as currently conducted in the Ordinary Course of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business; (b) Contracts with any Affiliate of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound or subject.

Contracts. Except as set forth Schedule 4.15 lists each Contract of the following types to which each BBT and each Selling Entity is a party or by which it is bound relating to the Business or the Purchased Assets: (a) Contracts with any present or former five percent (5%) stockholder, director, officer, employee or consultant or with any Affiliate of a Selling Entity; (b) Contracts for the purchase of, or payment for, supplies or products, or for the performance of services, from or by a third party, in Schedule 1.01(a)(vexcess of $10,000 with respect to any one supplier or other party; (c) Contracts to sell or supply products, Inventory or other property to, or to perform services for, a third party, that involve an amount in excess of $10,000 with respect to any one customer or other party; (d) Contracts to sell any product or provide any service to a governmental or regulatory body; (e) Contracts limiting or restraining any Selling Entity from engaging or competing in any lines or business with any Person; (f) Contracts with any customer providing for a volume refund, retrospective price adjustment or price guarantee; (g) Contracts to lease to, or to operate for, any other party any asset that involves an amount in excess of $5,000 in any individual case (other than Real Estate Leases and Personal Property Leases identified on a Schedule); (h) Any notes, debenture, bonds, conditional sale agreements, equipment trust sale and lease-back and leasing agreements, letter of credit agreements, reimbursement agreements, loan agreements or other Contracts for the borrowing or lending of money (including loans to or from officers, directors, shareholders or Affiliates of any Selling Entity), Schedule 1.01(a)(xior agreements or arrangements for a line of credit or for a guarantee of, or other undertaking in connection with, the indebtedness of any other Person; (i) Contracts creating or recognizing any Encumbrances with respect to any Purchased Assets; (j) Contracts with distributors, manufacturers' sales representatives or other sales agents; (k) Contracts that relate in whole or in part to any Software, technical assistance or other know-how or other Intellectual Property right; (l) Contracts for any capital expenditure or leasehold improvement in excess of $5,000; and (m) Any other Contracts (other than those that may be terminated on not more than 30 days' notice without Liability and Schedule 3.12 those described in any of (or, a) through (l) above) not made in the case ordinary course of oral Contracts or oral Grain Contracts, true and complete summaries of the material terms of which are set forth in Schedule 3.12), the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject business or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, any: (a) covenant not to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business; (b) Contracts with any Affiliate of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Purchased Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound or subject.

Contracts. Except as set forth in (a) Schedule 1.01(a)(v), Schedule 1.01(a)(xi3.5(a) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, contains a true and complete summaries list (organized by subclause) of all Contracts related to the material terms of Business to which are set forth in Schedule 3.12), the Seller is not a party to party, or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets its property or assets are bound bound, that fall into one (1) or subject or which are material to the conduct more of the Business following categories (collectively, the “Business Contracts”) including, without limitation, any:): (a) covenant not to compete or other covenant of the Seller (i) limiting all Contracts involving aggregate payment by Seller in excess of $25,000 following the Closing Date or restricting requiring unsatisfied performance by any party more than six (6) months from the developmentClosing Date, manufacturewhich, marketingin each case, distribution cannot be cancelled without penalty or sale of any of the products of the Business or any future line extension of such products into other forms or without more than thirty (30) days’ notice; (ii) limiting all Contracts between or restricting among the ability Seller, on the one hand, and any stockholders, officers, directors, members, managers or Affiliate of Seller, on the other hand; (iii) all Contracts providing product or service warranties to third parties; (iv) all Contracts that require Seller to purchase or sell a material stated portion of the Seller from entering into any market requirements or line outputs of business or competing with any Person in connection with the Business; (bv) all Contracts the primary purpose of which is to indemnify any Person or the assumption of any Tax or other Liability of any Person; (vi) all Contracts (excluding, for the avoidance of doubt, any Permit) with any Affiliate Governmental Authority including any county or local recording office; (vii) all Contracts that limit or purport to limit the ability of Seller to compete in any line of business or with any Person or in any geographic area or during any period of time; (viii) all joint venture, partnerships or similar Contracts; (ix) all powers of attorney related to the Seller or any Manager, officer, or employee of Purchased Assets; (x) all Intellectual Property Agreements; (xi) all Contracts governing the Seller Excluded Intellectual Property (excluding the Buyer“Excluded Intellectual Property Agreements”); (cxii) continuing Contract except for Contracts relating to trade receivables and the Loan Agreement, all Contracts relating to Encumbrances against the Purchased Assets; and (xiii) all other Contracts related to the Purchased Assets. Seller has furnished accurate and complete copies of all of the Business Contracts to Buyer. (b) The Business Contracts include each of the Assigned Contracts. Each of the Business Contracts that is a Purchased Asset is a valid and binding obligation of Seller and, to Seller’s Knowledge, the other parties thereto, enforceable in accordance with its terms, subject to applicable bankruptcy, and insolvency laws, and to the exercise of judicial discretion in accordance with general principles of equity. Except as set forth on Schedule 3.5(b), there have not been any material defaults by Seller or, to the Knowledge of Seller, material defaults or any claims of material default or claims of material non-enforceability by the other party or parties under or with respect to any of the Business Contracts that is a Purchased Asset, and to the Knowledge of Seller, there are no facts or conditions that have occurred or, as to assignability, except for the future purchase or price of commoditiestransaction contemplated by this Agreement, raw materialswhich, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgagepassage of time or the giving of notice, pledgeor both, security agreementwould constitute a material default by Seller, deed or to the Knowledge of trustSeller, loan agreementby the other party or parties, credit agreement, indenture, conditional sale under any of the Business Contracts that is a Purchased Asset or title retention agreement, equipment financing obligation would cause a creation or other instrument, in imposition of any case, granting an Encumbrance upon any of the Acquired Purchased Assets or otherwise would materially and adversely affect the Purchased Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound or subject.

Contracts. (a) Schedule 3.6(a) sets forth a true and accurate list of each Transferred Contract in effect as of the date of this Agreement that is: (i) a collective bargaining agreement or any other labor or union Contract; (ii) a Contract containing a covenant (including a confidentiality provision) that limits in any material respect the freedom of the owner of the Included Assets to compete with any Person or to engage in any line of business or that otherwise has the effect of restricting in any material respect the owner of the Included Assets from the development, manufacture, marketing or distribution of products and services (other than pursuant to any radius restriction contained in any lease, reciprocal easement or development, construction, operating or similar agreement); (iii) a Contract under which any Included Assets or any Transferred Facility are subject to a Lien other than a Permitted Lien or Seller or its Affiliates have borrowed any money, or issued any note, bond, debenture, loan, letter of credit, guarantee or other evidence of indebtedness to any Person, in each case that will not be terminated at or prior to Closing; (iv) a Contract with (A) Seller or any of its Affiliates or (B) any officer, director, member or manager of Seller or its Affiliates; (v) a Contract with a Governmental Authority (other than purchase orders for Products in the ordinary course of business) exceeding $250,000; (vi) a Transferred Lease (other than Transferred Leases for distribution related facilities that are not, individually or in the aggregate, material to the Business); (vii) a Contract with a broker or a distributor accounting for more than $2,000,000 of total annual sales of the Business; (viii) a co-manufacturing or co-packing agreement; (ix) a Contract with any of the 20 largest customers of the Business (other than standard form purchase orders, the form of which has been previously provided to Buyer); (x) a Contract with any Business Employee relating to employment, severance, retention or changes in control or a Contract with an individual who is an independent contractor providing services to the Business; (xi) a Contract relating to the future acquisition of any business or Person by merger, consolidation, asset purchase or any other means; or (xii) any other Contract that has an aggregate committed future expenditure liability, actual or potential, to any Person in excess of $1,000,000 (other than Contracts entered into in the ordinary course of business and terminable upon 30 days’ notice). Seller has delivered to Buyer true, correct and complete copies of all of the Contracts listed on Schedule 3.6(a), including all amendments and supplements thereto. (b) Except as set forth in Schedule 1.01(a)(v3.6(b), as of the date of this Agreement, all Contracts required to be set forth on Schedule 1.01(a)(xi3.6(a) are, and, as of the Closing Date, all Contracts that have not expired pursuant to their terms and that are required to be set forth on Schedule 3.6(a) or Schedule 5.12, or that have been entered into after the date of this Agreement and are included in any of the categories of the Contracts listed in Section 3.6(a), will be, valid, binding, in full force and effect in all material respects and enforceable by Seller or its Affiliates in accordance with their terms in all material respects, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors’ rights and remedies generally and by the effect of equity principles. As of the date of this Agreement, Seller and its Affiliates and to Seller’s Knowledge, all other parties to Contracts required to be set forth on Schedule 3.6(a), have complied in all material respects with the provisions thereof, no party is in material Default thereunder and no notice of any claim of material Default has been given to or made by Seller or its Affiliates. As of the Closing Date, Seller and its Affiliates and to Seller’s Knowledge, all other parties to Contracts required to be set forth on Schedule 3.6(a) and Schedule 3.12 (or5.12, shall have complied in all material respects with the case provisions thereof, no party will be in material Default thereunder and no notice of oral Contracts or oral Grain Contracts, true and complete summaries any claim of the material terms of which are set forth in Schedule 3.12), the Seller is not a party Default will have been given to or bound made by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, any: (a) covenant not to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business; (b) Contracts with any Affiliate of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer);its Affiliates. (c) continuing Contract for None of the future purchase or price of commodities, raw materials, supplies or equipment; (dIncluded Shared Contracts set forth on Schedule 1.1(e) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon fits into any of the Acquired Assets; categories of Contracts described under Section 3.6(a)(i), (gii), (iii), (iv), (v), (x) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (includingxi). All Included Shared Contracts are valid, without limitationbinding, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating in full force and effect in all material respects with respect to the storage Business and enforceable by Seller or warehousing of any Inventory or products of its Affiliates in accordance with their terms in all material respects with respect to the Business, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors’ rights and remedies generally and by the charter or purchase effect of transportation or shipping services; (m) guarantees or equity principles. Seller and its Affiliates and to Seller’s Knowledge, all other Contracts parties to the Included Shared Contracts, have complied in all material respects with respect to the Business with the provisions thereof, no party is in material Default thereunder and no notice of any Indebtedness claim of any Person; or (n) any other Contract material Default has been given to or made by Seller or to which any of the Acquired Assets are bound or subjectits Affiliates.

Contracts. (a) Except as set forth in on Schedule 1.01(a)(v)3.11, Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries of the material terms of which are set forth in Schedule 3.12), the Seller LTC is not neither a party to or to, nor bound by by, any material lease, agreement, contract, leasecommitment or other legally binding contractual right or obligation (whether written or oral) that is of a type described below (collectively, option"Contracts"): (i) any lease (whether of real or personal property); (ii) any agreement for the purchase of materials, licensesupplies, commitmentgoods, instrument services, equipment or other assets; (iii) any sales, distribution or other binding obligation similar agreement providing for the sale by LTC of materials, supplies, goods, services, equipment or arrangement other assets; (oral iv) any partnership, joint venture or writtenother similar agreement or arrangement; (v) by or any Contract pursuant to which any third party has rights to own or use any material asset of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectivelyLTC, the “Contracts”) including, without limitation, any:any Intellectual Property Right of LTC; (avi) covenant any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or granting to any Person a right of first refusal, first offer or other right to purchase any of LTC's assets; (vii) any agreement relating to Indebtedness (in any case, whether incurred, assumed, guaranteed or secured by any asset); (viii) any license, franchise or similar agreement; (ix) any agency, dealer, sales representative, marketing or other similar agreement; (x) any Contract that may not be terminated by LTC without payment of penalty or on 90 days' or less prior notice; (xi) any agreement that limits the freedom of LTC to compete in any line of business, geographic area or with any Person; (xii) any agreement with (A) any stockholder of LTC or any other Affiliate of LTC, or (B) any director or officer of LTC or with any "associate" or any member of the "immediate family" (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any such director or officer; (xiii) any management service, consulting or any other similar type of agreement; (xiv) any warranty, guaranty or other covenant of the Seller similar undertaking with respect to any product or contractual performance (i) limiting or restricting the development, manufacture, marketing, distribution or sale LTC's standard forms of any of the products foregoing) or agreement to indemnify any Person; (xv) any employment, deferred compensation, severance, bonus, retirement or other similar agreement or plan in effect as of the date hereof entered into or adopted by LTC; (xvi) any other agreement, commitment, arrangement or plan not made in the Ordinary Course of Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business;LTC that is material to LTC. (b) Contracts Each Contract disclosed in or required to be disclosed in Schedule 3.11 is a valid and binding agreement of LTC and, to the knowledge of LTC, each other party thereto, enforceable in accordance with its respective terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. Neither LTC nor, to the knowledge of LTC, any Affiliate other party to any such Contract is in default or breach (with or without due notice or lapse of time or both) in any material respect under the Seller terms of any such Contract. To the knowledge of LTC, there is no event, occurrence, condition or any Manageract which, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed giving of trust, loan agreement, credit agreement, indenture, conditional sale notice or title retention agreement, equipment financing obligation the passage of time or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materialsboth, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing happening of any Inventory other event or products condition, would reasonably be expected to become a material default or breach or event of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of default under any Indebtedness of any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound or subjectsuch Contract.

Contracts. Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xiSection 4(q) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries of the material terms of Sellers Disclosure Schedule lists the following Contracts to which are set forth in Schedule 3.12), the Seller any Target is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any Target or any of the Acquired Assets are its respective assets is bound or subject subject, or which are material to the conduct Assigned Contracts (each, whether or not set forth in Section 4(q) of the Business (collectivelySellers Disclosure Schedule, the a “ContractsMaterial Contract”) including, without limitation, any: (a) covenant not to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business; (b) Contracts with any Affiliate of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property);): (i) Contracts regarding any Contract (or group of related Contracts) for the Release, transportation lease of personal property to or disposal from any Person providing for lease payments in excess of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws$50,000 per annum; (jii) Contracts establishing any Contract (or creating group of related Contracts) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $50,000, in either case, as of the date of this Agreement; (iii) any Contract that relates to the acquisition or disposition by any Target of any business or operations, capital stock or assets of any Person or any real estate as to which there are any material ongoing obligations of such Target; (iv) any Contract concerning a partnership, joint venture, limited liability company, limited liability partnership strategic alliance or other similar entityagreement or arrangement (including any agreement providing for joint research, development or marketing); (kv) Contracts to make any capital expenditures Contract (or capital additions group of related Contracts) under which it has created, incurred, assumed, or improvementsguaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $50,000 or under which it has suffered a Lien on any of its assets, tangible or intangible; (lvi) Contracts any Contract that (A) limits the freedom of any Target to engage in any line or type of business in any particular geographic area or any particular medium, to compete with any Person, to solicit for employment, hire or obtain the services of any Person, (B) contains exclusivity obligations or restrictions binding on any Target or that would be binding on Buyer or any of its Affiliates after the Closing, or (C) provides for a preferred or “most favored nations” status for any party thereto; (vii) any agreement (A) restricting, granting, transferring, indemnifying or otherwise relating to Intellectual Property that is material to the storage Business (other than licenses for commercially available “off-the-shelf” software involving license fees of less than $50,000 per annum), (B) pursuant to which any third Person creates, develops or warehousing customizes for or on behalf of the Targets any Inventory or products of Intellectual Property that is material to the Business, or (C) pursuant to which any third Person provides support or maintenance for software material to the charter Business; (viii) any Contract granting a right of first refusal or purchase of transportation first offer or shipping similar rights to any Person; (ix) any investment advisory Contract or other Contract relating to investment management, investment advisory or subadvisory services; (mx) guarantees any Contract for the provision of administrative services with respect to any Insurance Contract; (xi) any Reinsurance Agreement; (xii) any material Contract concerning confidentiality; (xiii) any Intercompany Agreement, Shared Contract or Multiparty Contract; (xiv) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other Contracts in respect plan, program, Contract or arrangement for the benefit of any Indebtedness current or former directors, officers, employees, or independent contractors of the Business; (xv) any collective bargaining agreement or similar agreement; (xvi) any Contract for the employment or retention (A) as an employee or a contractor of any Personindividual or entity on a full-time, part-time, consulting, or other basis, or (B) of any Business Employee; (xvii) any Contract under which it has advanced or loaned any amount to any Business Employees; (xviii) any Contract under which the consequences of a default or termination by any party thereto could have a Material Adverse Effect; (xix) any Contract with any Governmental Authority; (xx) any Contract under which any Target has advanced or loaned any Person an amount exceeding $50,000; or (nxxi) any other Contract by (or group of related Contracts) the performance of which involves consideration in excess of $50,000. Sellers have delivered to which any Buyer a correct and complete copy of each written agreement (as amended to date) listed in Section 4(q) of the Acquired Assets are bound Sellers Disclosure Schedule and a written summary setting forth the material terms and conditions of each oral agreement referred to in Section 4(q) of the Sellers Disclosure Schedule. With respect to each such agreement: (A) the agreement is a legal, valid, and binding obligation of each party thereto and is enforceable against each such party in accordance with its terms and is in full force and effect; (B) neither the applicable Target nor, to the Knowledge of Sellers, any other party to such agreement is in violation or subjectbreach of or in default under the agreement (or is alleged to be in violation or breach of or in default under the agreement); (C) no event has occurred that with notice or lapse of time would constitute a material breach or default thereunder by any party, or permit termination, modification, or acceleration of the agreement by any party; (D) no party thereto has provided any notice of any intention to terminate the agreement; (E) the agreement does not contain any provisions providing that the agreement may be terminated or modified or that performance thereunder may be accelerated by reason of the transactions contemplated by this Agreement or the Ancillary Agreements; and (F) neither the applicable Target nor, to the Knowledge of Sellers, any other party to such agreement has repudiated any material provision of the agreement.

Contracts. (a) For purposes of this Agreement, each of the following shall be deemed to constitute a “Significant Contract”: (i) any Contract 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) any Contract (other than Company Employment Agreements) relating to the provision of services to the Acquired Corporations, which services are material to the operations of the Acquired Corporations, taken as a whole; (iii) any material Contract relating to the lease or sublease by any of the Acquired Corporations of any real property; (iv) any Contract with the Acquired Corporations’ top 20 customers; (v) any Contract that would reasonably be expected to have a material effect on the ability of the Company to perform any of its obligations under this Agreement, or to consummate the Merger or any of the other Contemplated Transactions; (vi) any Contract: (A) pursuant to which any Acquired Corporation will acquire any real property; or (B) for the acquisition or disposition of any business containing any profit sharing arrangements or “earn-out” arrangements, indemnification obligations of any Acquired Corporation or other contingent payment obligations; (vii) any Contract that is material to the Acquired Corporations taken as a whole; (viii) any other Contract identified in Part 2.10 of the Company Disclosure Schedule (which shall include each Contract imposing any restriction on the right or ability of any Acquired Corporation: (A) to compete with any other Person; (B) to acquire any product or other asset or any services from any other Person; (C) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person; (D) to perform services for any other Person; or (E) to transact business with any other Person, in each case, which is material to the Acquired Corporations taken as a whole); (ix) any Contract that evidences or is the primary document under which there arises indebtedness of the Company or any Company Subsidiary (other than agreements with or among direct or indirect wholly owned Company Subsidiaries) in excess of $20,000,000; and (x) any Contract listed in Part 2.9(a)(ii) of the Company Disclosure Schedule. The Company has Made Available to Parent an accurate and complete copy of each Company Contract that constitutes a Significant Contract, other than those specified in Section 2.10(a)(x). (b) Each Company Contract that constitutes a Significant Contract is: (i) valid and in full force and effect; and (ii) is enforceable in accordance with its terms, subject to: (A) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of law governing specific performance, injunctive relief and other equitable remedies, except, in the case of clauses “(i)” and “(ii)” of this sentence, as would not have and would not reasonably be expected to have or result, individually or in the aggregate, in a Company Material Adverse Effect. (c) Except as set forth in Schedule 1.01(a)(v)Part 2.10(c) of the Company Disclosure Schedule: (i) none of the Acquired Corporations has violated or breached, Schedule 1.01(a)(xior committed any default under, any Company Contract; (ii) to the Knowledge of the Company, no other Person has violated or breached, or committed any default under, any Significant Contract; (iii) to the Knowledge of the Company, no event has occurred, and Schedule 3.12 no circumstance or condition exists, that (orwith or without notice or lapse of time) could reasonably be expected to: (A) result in a violation or breach of any of the provisions of any Significant Contract; (B) give any Person the right to declare a default under any Significant Contract; (C) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Significant Contract; (D) give any Person the right to accelerate the maturity or performance of any Significant Contract; or (E) give any Person the right to cancel, terminate or modify any Significant Contract, and (iv) since January 1, 2010, none of the Acquired Corporations has received any written notice or other communication regarding any actual or possible violation or breach of, or default under, any Significant Contract except, in the case of oral Contracts or oral Grain Contracts, true and complete summaries of the material terms of which are set forth in Schedule 3.12), the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the clauses “Contracts”) including, without limitation, any: (a) covenant not to compete or other covenant of the Seller (i) limiting )” through “(iv)” of this sentence, as would not have and would not reasonably be expected to have or restricting result, individually or in the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business; (b) Contracts with any Affiliate of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrumentaggregate, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound or subjecta Company Material Adverse Effect.

Contracts. (a) Schedule 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 the Company being obligated, to 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 Affiliates from competing with or engaging in any business activity anywhere in the world or soliciting for employment, hiring or employing any Person, (iii) all Contracts pursuant to which the Company has acquired or disposed of, or is obligated to acquire or dispose of, a business or an entity, or a 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, (iv) 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 Indebtedness, (vii) all Contracts with any Governmental Authority, (viii) all Contracts listed on Schedule 3.10(b)(i), (ix) all Contracts listed on Schedule 3.10(b)(ii), (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 immediately terminable by the Company without cost or Liability, (xiii) each Contract with any publisher that resulted in the payment by the Company to such publisher of an amount of $50,000 or more in the aggregate during the twelve month period ended December 31, 2013, and (xiv) all Contracts not made in the ordinary course of the Business consistent with past practice and that are material to the Business. (b) Except as set forth in on Schedule 1.01(a)(v3.11(b), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true correct and complete summaries copies of the material terms of which are Material Contracts listed on Schedule 3.11(a), together with all modifications and amendments thereto, have previously been delivered or made available to Buyer. Except as set forth in on Schedule 3.123.11(b), each of the Seller Material Contracts is in full force and effect, is valid and enforceable in accordance with its terms, and is not a party subject to any claims, charges, set-offs or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, any: (a) covenant not to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person defenses in connection with the Business; (b) Contracts enforcement by the Company of any rights thereunder. Except as set forth on Schedule 3.11(b), the Company is not in material default under, nor has any event occurred which with the giving of notice or the passage of time or both would constitute a material default by the Company under, or which would give rise to any Affiliate right of notice, modification, acceleration, payment, cancellation or termination of or by another party under, or in any manner release any party thereto from any material obligation under, any Material Contract and, to the knowledge of the Seller Company, no other party is in material default, and no event has occurred which with the giving of notice or the passage of time or both would constitute a material default by any Manager, officerother party, or employee which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by the Seller (excluding the Buyer); (c) continuing Contract for the future purchase Company under, or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any casemanner release any party thereto from any obligation under, granting an Encumbrance upon any of such Material Contract. Except as set forth on Schedule 3.11(b), neither Seller nor the Acquired Assets; (g) collective bargaining agreement Company has been notified in writing by any counterparty to any Material Contract that such counterparty is terminating or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating intends to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound or subjectterminate such Contract.

Contracts. Except as (a) SECTION 2.16(a) OF THE DISCLOSURE SCHEDULE (with paragraph references corresponding to those set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xibelow) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, contains a true and complete summaries list of each of the material following Contracts or other arrangements (true and complete copies or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been delivered to Purchaser prior to the execution of this Agreement) to which are set forth in Schedule 3.12), the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, anyis bound: (aA) all Contracts (excluding Benefit Plans) providing for a commitment of employment or consultation services for a specified or unspecified term to, or otherwise relating to employment or the termination of employment of, any Employee, the name, position and rate of compensation of each Employee party to such a Contract and the expiration date of each such Contract; and (B) any written or unwritten representations, commitments, promises, communications or courses of conduct (excluding Benefit Plans and any such Contracts referred to in clause (A)) involving an obligation of Seller to make payments in any year, other than with respect to salary or incentive compensation payments in the ordinary course of business, to any Employee exceeding $25,000 or any group of Employees exceeding $100,000 in the aggregate; (ii) all Contracts with any Person containing any provision or covenant not prohibiting or limiting the ability of Seller to engage in any business activity or compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of with any of the products of Person in connection with the Business or any future line extension of such products into other forms , except as provided in SECTION 4.11, prohibiting or (ii) limiting or restricting the ability of any Person to compete with Seller in connection with the Seller from entering into any market Business; (iii) all partnership, joint venture, shareholders' or line of business or competing other similar Contracts with any Person in connection with the Business; (biv) all Contracts with any Affiliate of the distributors, dealers, manufacturer's representatives, sales agencies or franchises with whom Seller or any Manager, officer, or employee of Los Pueblos deals in connection with the Seller (excluding the Buyer)Business; (cv) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) all Contracts relating to the storage future disposition or warehousing acquisition of any Assets, other than dispositions or acquisitions of Inventory or products in the ordinary course of the Business, or the charter or purchase of transportation or shipping servicesbusiness consistent with past practice; (mvi) guarantees all collective bargaining or similar labor Contracts covering any Employee; and (vii) all other Contracts (other than Benefit Plans, the Real Property Leases and insurance policies listed in SECTION 2.18 OF THE DISCLOSURE SCHEDULE) with respect to the Business that (A) involve the payment or potential payment, pursuant to the terms of any Indebtedness of any Person; or (n) any other Contract such Contract, by or to which any Seller of the Acquired Assets are bound or subject.more than $100,000 annually and

Contracts. Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi(a) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries Section 4.7 of the material terms Company Disclosure Letter sets forth all of the following Contractual Obligations to which are set forth in Schedule 3.12), the Seller Company or any of the Retained Subsidiaries is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are them is bound or subject or which are material to the conduct (collectively with each of the Business (collectivelyFiled Contracts, the “Material Contracts”) including, without limitation, any: (a) covenant not to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business; (b) Contracts with any Affiliate of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding Contractual Obligations (including any purchase order) with any undelivered balance providing for the Release, transportation sale of products or disposal provision of Hazardous Materials, or services pursuant to which the clean-up, abatement or other action relating Company and the Retained Subsidiaries are entitled to Hazardous Materials or Environmental Lawsreceive payments of more than $1,000,000; (jii) Contracts establishing or creating Contractual Obligations (including any partnership, joint venture, limited liability company, limited liability partnership or similar entitypurchase order) with any undelivered balance providing for an expenditure by the Company and the Retained Subsidiaries in excess of $1,000,000; (kiii) Contracts Contractual Obligations that relate to make the sale of any capital expenditures of the Company’s or capital additions or improvementsany of the Retained Subsidiaries’ assets, other than in the ordinary course of business; (liv) Contracts Contractual Obligations that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (v) Except for Contractual Obligations relating to trade receivables, Contractual Obligations relating to Indebtedness, in each case having an outstanding principal amount in excess of $1,000,000; (vi) Contractual Obligations for joint ventures, strategic alliances or partnerships; (vii) Contractual Obligations that grant to any Person other than the storage Company or warehousing the Retained Subsidiaries any (A) exclusive license, supply, distribution or other rights (it being understood that any requirement to conform to customer specifications will not be considered an exclusive right for purposes of this clause (A)), (B) “most favored nation” rights, (C) rights of first refusal, rights of first negotiation or similar rights or (D) exclusive rights to purchase any Inventory or products of the Business, Company’s or the charter Retained Subsidiaries’ products or purchase of transportation or shipping services; (mviii) guarantees Distributor, sales representative, marketing or advertising Contractual Obligations; (ix) Contractual Obligations with any employee, officer or consultant of the Company or the Retained Subsidiaries, including any severance, retention, change of control or other Contracts similar Contractual Obligation pursuant to which the Company or any of the Retained Subsidiaries is or may become obligated to make any severance, bonus or other payment; (x) Contractual Obligations under which the Company or any of its Subsidiaries has made advances or loans to any other Person, except for advances of business expenses of up to $10,000 in the ordinary course of business; (xi) Contractual Obligations providing for any minimum or guaranteed payments by the Company or any of the Retained Subsidiaries to any Person in excess of $1,000,000 annually; (xii) Contractual Obligations with any customer or distributor that give any guarantee or warranty or make any representation in respect of any Indebtedness Company products or services, in each case valued in excess of $1,000,000, other than (A) any Person; orguarantee or warranty implied by law or (B) any standard guarantee or warranty on the form that has heretofore been made available to Parent; (nxiii) Contractual Obligations containing covenants that purport to (A) restrict or limit in any other Contract by respect the ability of the Company, the Retained Subsidiaries or to which any of the Acquired Assets are bound Company’s future Subsidiaries or subjectAffiliates to compete in any geographical area, market or line of business, (B) restrict or limit the Company, the Retained Subsidiaries or any of the Company’s future Subsidiaries or Affiliates from selling products or delivering services to any Person, (C) other than confidentiality agreements with customers entered into in the Ordinary Course of Business, restrict the Company, the Retained Subsidiaries or any of the Company’s future Subsidiaries or Affiliates from hiring any Person or (D) otherwise restrict the Company, the Retained Subsidiaries or any of the Company’s future Subsidiaries or Affiliates from engaging in any aspect of its business; and (xiv) Contractual Obligations with any labor organization, union, works council, workers’ association or other employee representative body. (b) The Company has heretofore made available to Parent correct and complete copies of each Material Contract, together with any and all amendments and supplements thereto and material “side letters” and similar documentation relating thereto. Each Material Contract is in full force and effect and is valid and binding obligation of the Company or its Subsidiaries and, to the knowledge of the Company, each other party thereto. The Company and the Retained Subsidiaries have performed and complied in all material respects with all obligations required to be performed or complied with by it under each Material Contract. There is no default under any Material Contract by the Company or the Retained Subsidiaries or, to the knowledge of the Company, by any other party, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or the Retained Subsidiaries, or, to the knowledge of the Company, by any other party.

Contracts. Except Schedule 4.12 sets forth a true, correct and complete list of the following written contracts, agreements, leases, commitments and other instruments to which a Seller is, or is performing obligations as though it were, a party (other than the Employment Agreements set forth in on Schedule 1.01(a)(v4.14 and the Seller Benefit Plans set forth on Schedule 4.15), in each case only to the extent related to, in connection with or otherwise affecting the Assets, the Business or the ownership or operation of the Assets or the Business but only to the extent they will become Assumed Contracts: (a) each lease or license involving any Assets (whether real, personal or mixed, tangible or intangible) involving an annual commitment or payment of more than $2,500,000 individually by any of the Sellers; (b) all contracts and agreements to which a Seller is a party that limit or restrict any of the Sellers or any Key Business Employees of any of the Sellers from engaging in any business in any jurisdiction; (c) all contracts and agreements for capital expenditures or the acquisition or construction of fixed assets, in each case requiring the payment by any of the Sellers after the date hereof of an amount in excess of $2,500,000; (d) all contracts that provide for an increased payment or benefit, or accelerated vesting, upon the execution hereof or the Closing or in connection with the transactions contemplated hereby; (e) all contracts and agreements granting any Person a Lien (other than a Permitted Lien) on all or any part of the Assets; (f) all contracts and agreements for the cleanup, abatement or other actions in connection with any Hazardous Materials, the remediation of any existing environmental condition or relating to the performance of any environmental audit or study; (g) all contracts and agreements granting to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any of the Assets; (h) all contracts and agreements with any agent, distributor or representative that is not terminable without penalty on 90 days’ or fewer notice; (i) all contracts and agreements for the granting or receiving of a license, sublicense or franchise under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment in excess of $100,000 annually; (j) all joint venture or partnership contracts and all other contracts providing for the sharing of any profits (but excluding the limited partnership agreement of Huntsman Fuels); (k) all customer and supplier contracts, not terminable without penalty on 90 days’ or fewer notice either by the Seller party thereto or the applicable customer or supplier, for the provision of goods or services with a value in excess of $2,500,000 in any year during the two-year period ended December 31, 2005 by any of the Sellers; (l) all outstanding powers of attorney empowering any Person to act on behalf of any of the Sellers that would be binding on the Purchaser as a result of the closing of the transactions under this Agreement; (m) the software license agreements set forth on Schedule 1.01(a)(xi4.12(m) (“Transferred Software License Agreements”); and (n) all existing contracts, agreements, arrangements and Schedule 3.12 commitments (orother than those described in subsections (a) through (m) of this Section 4.12) to which any of the Sellers is a party or by which the Assets are bound (i) involving an annual commitment or annual payment to or from such Seller of more than $2,500,000 individually or (ii) that is material to the Business, individually. True, correct and complete copies of the Assumed Contracts described above in this Section 4.12 have been made available to the Purchaser or its representatives or agents. Subject to the following paragraph, the Assumed Contracts are legal, valid, binding and enforceable in all material respects in accordance with their respective terms with respect to the Sellers that are a party to such Assumed Contracts, and to the Sellers’ Knowledge with respect to each other Person party thereto, subject in each case to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts granting equitable remedies. There is no existing material default or breach by any of the Sellers under any Assumed Contract (or event or condition that, with notice or lapse of time or both could constitute a material default or breach), and to the Sellers’ Knowledge, there is no such material default (or event or condition that, with notice or lapse of time or both, could constitute a material default or breach) with respect to any third party to any such Assumed Contract. As of the date hereof, no party to any Assumed Contract is (x) repudiating any provision thereof, (y) failing to perform its obligations thereunder claiming force majeure or other right to suspend performance or (z) claiming any right to offset, discount or otherwise aba▇▇; ▇n each case, in respect of any material amount or performance obligation owing thereunder, and except, in the case of oral Contracts or oral Grain Contractsclause (z), true and complete summaries only as expressly permitted by the applicable contract. None of the material terms rights of which are either Seller in the Assumed Contracts is subject to a Lien other than a Permitted Lien. Schedule 4.12 identifies with an asterisk each Assumed Contract set forth in Schedule 3.12)therein that requires the consent of or notice to the other party thereto to avoid any breach, the Seller is not a party to default or bound by any agreement, violation of such contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, any: (a) covenant not to compete agreement or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person instrument in connection with the Business; (b) Contracts with any Affiliate transactions contemplated hereby, including the assignment of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer); (c) continuing such Assumed Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts Purchaser. The representations and warranties in this Section 4.12 in respect of MTBE Contracts are given only as of the date hereof. Certain of the Assumed Contracts may not in fact have been executed on behalf of a Seller and/or other Person party (or intended to be party) thereto or may have expired or be beyond their term. The Purchaser accepts the risk that if in fact any Indebtedness of any Person; or such contract was not fully executed or has expired or is beyond its term, it may not be enforceable by the Sellers (n) or after the Closing, the Purchaser), against any other Contract by or party thereto. Subject to which any the preceding sentence, all representations and warranties of the Acquired Assets are bound Sellers in the paragraph immediately above shall apply with respect to each such contract as if it had been fully and validly executed, or subjectwas within its stated term, as applicable.

Contracts. Except as set forth in (a) Schedule 1.01(a)(v), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries 5.10 identifies all of the material terms of which are set forth in Schedule 3.12), the Seller is not a party to or bound following Contracts by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Sold Assets are bound or subject affected or to which are material to a Seller is a party or by which either Seller is bound in connection with the conduct of the Business (collectively, the “Contracts”) including, without limitation, anySpecialty Plastics Business: (ai) covenant any Contract not made in the ordinary course involving aggregate consideration in excess of $100,000 and which cannot be cancelled without penalty or without more than 60 days’ notice; (ii) any Contract that requires Seller to compete purchase or sell a stated portion of the requirements or outputs of the Specialty Plastics Business or that contain “take or pay” provisions; (iii) any Contract for employment or personal services or with independent contractors or consultants which by its terms is not terminable without material cost or liability to Seller on notice of 60 days or less or any severance agreement; (iv) any supplier, dealer, distributor, sales agency, or brokerage Contract; (v) any Contract relating to the lease or sale to or by others of any of real property; (vi) any Contract for capital expenditures in excess of $100,000; (vii) any Contract for the purchase or sale of materials or supplies or the performance of services other than purchase orders in the ordinary course that involves aggregate consideration of more than $100,000; (viii) any rebate arrangement or other covenant similar Contract given to any customer or received from any supplier; (ix) any consignment, committed inventory, ledger balance inventory, or similar Contract with either a supplier or a customer; (x) any Contract restricting Sellers’ ability to conduct the Specialty Plastics Business or use any trade names that constitute Sold Assets in any place in the world or during any period of time; (xi) any Contract relating to indebtedness (including without limitation guarantees) that will not be satisfied or released as of the Closing Date; (xii) any Contract providing for indemnification of any Person or the assumption of any Tax, environmental, or other Liability of any Person; (xiii) any Contract relating to a joint venture or partnership; (xiv) any Contract that relates to the acquisition or disposition by either Seller or any other Person of any portion of the Specialty Plastics Business or a material amount of stock or assets, or any real property used or held for use primarily in the Specialty Plastics Business; (ixv) limiting any Contract with or restricting subcontract involving any Governmental Authority; (xvi) any Contract for the development, manufacture, marketing, distribution or sale of any of the products Sold Assets; or (xvii) any collective bargaining agreements or other Contracts with any labor union, trade unions, trade associations or labor organizations. (b) A true and complete copy of each of the Business Sold Contracts listed on Schedule 2.01(c) has been made available to Buyers or any future line extension their representatives. Except as set forth on Schedule 5.10, as of the date hereof, each Sold Contract is in full force and effect, and is a valid and binding agreement of the Seller that is a party to such Sold Contract and, to the Knowledge of Sellers, each of the other parties thereto, enforceable by or against such Seller, and, to the Knowledge of Sellers, each of such products into other forms parties thereto, in accordance with its terms, subject to the General Enforceability Exceptions. Each Seller has performed and is performing all obligations required to be performed under the Sold Contracts in all material respects. Except as set forth on Schedule 5.10, no condition exists or event has occurred, with or without notice or lapse of time or both, that would constitute a material default by (i) either Seller under any Sold Contract or (ii) limiting to the Knowledge of Sellers, any other party to any Sold Contract. To the Knowledge of Sellers, (i) no Sold Contract is subject to any impending cancellation and there are no material disputes pending or restricting threatened under any Sold Contract and (ii) neither Seller is bound by any material commitments under any Sold Contract for the ability performance of the Seller from entering into any market services or line delivery of business or competing with any Person products in connection with the Business; (b) Contracts with any Affiliate Specialty Plastics Business that such Seller is unable to perform or deliver in the ordinary course of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound or subjectbusiness.

Contracts. (a) Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries Section 3.09 of the material terms Seller Disclosure Letter and except to the extent constituting an Employee Plan, none of which are set forth in Schedule 3.12)the Companies is, and, with respect to the Seller is not Business, none of the Sellers is, a party to or bound by any agreementby, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of and the Acquired Purchased Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, anydo not include: (a) covenant not to compete or other covenant of the Seller (i) limiting any lease, sublease, license or restricting the development, manufacture, marketing, distribution occupancy agreement for real property or sale leases for personal property providing for annual base or fixed rentals of any of the products of the Business $500,000 or any future line extension of such products into other forms or more; (ii) limiting any Contract providing for either (a) annual payments by the Business of $250,000 or restricting the ability of the Seller from entering into any market more or line of business or competing with any Person in connection with the Business; (b) Contracts with any Affiliate aggregate payments by the Business of the Seller $1,000,000 or any Manager, officer, more (including contingent milestone or employee of the Seller (excluding the Buyerroyalty payments); (ciii) continuing any Contract providing for either (A) annual payments to the future purchase Business of $250,000 or price more or (B) aggregate payments to the Business of commodities, raw materials, supplies $1,000,000 or equipment; more (d) Contracts with distributors including contingent milestone or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyerroyalty payments); (fiv) any partnership, joint venture or other similar Contract; (v) any stockholders, investors rights, registration rights or similar Contract; (vi) any Contract relating to the acquisition or disposition of any business or person (whether by merger, sale of stock, sale of assets or otherwise), in each case, pursuant to which any Company has any ongoing material Liabilities; (vii) any Contract granting any person an option or a right of first refusal or first offer or similar preferential right to purchase or acquire any Purchased Asset or any Subject Shares; (viii) any so-called “requirements” Contract requiring any Company to purchase its requirements or a specified minimum amount of a particular raw material, resource or product from a particular supplier or suppliers, or to purchase all or substantially all of the output or production of a particular supplier; (ix) any Contract involving interest rate or foreign currency swaps, commodity swaps, options, caps, collars, ▇▇▇▇▇▇ or forward exchanges, or other similar agreements, regardless of whether entered into for the purposes of hedging, investment or otherwise; (x) any Contract relating to Certified Indebtedness; (xi) any mortgage, deed of trust, pledge, security agreement, deed of trustnote, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation agreement or other instrumentinstrument granting a material Lien on any Purchased Asset or Subject Shares, in any each case, granting an Encumbrance upon any of the Acquired Assetsother than a Permitted Lien; (gxii) collective bargaining agreement any Contract (including so-called “take-or-pay” or other Contract with “keep-well” Contracts) under which (A) any labor union person has directly or association representing employeesindirectly guaranteed Indebtedness or Liabilities of any Company, or (B) any Company has directly or indirectly guaranteed Indebtedness or Liabilities of any person; (hxiii) Contracts any agency, dealer, sales representative, broker, finder, marketing or other similar agreement providing for (ia) annual payments by the purchase Business of $250,000 or lease more or (b) aggregate payments by the Business of $1,000,000 or more; (xiv) any Contract containing “most favored nation” provisions; (xv) any Contract with a Related Party of a Seller, including any Contract providing for the furnishing of services by, rental of real or personal property from, or otherwise requiring payments to or from, any Related Party of a Seller, other than Contracts related to employment arrangements; (xvi) any Contract pursuant to which any Seller (a) receives or is granted any license, sublicense or other right to, or covenant not to be sued under, any Intellectual Property that is MATERIAL to the Business (other than any immaterial license to off-the-shelf software available on non-discriminatory pricing terms) or (iib) grants any license, sublicense or other right to, or covenant not to be sued under, any Intellectual Property (other than any non-exclusive license of Intellectual Property granted in the sale or lease by the Seller ordinary course of any real or personal property (including, without limitation, the Real Propertybusiness); (ixvii) Contracts regarding any Contract that limits the Releasefreedom of the Business to (1) compete in any line of business or with any person or in any geography, transportation (2) own, operate, sell, transfer, pledge or disposal otherwise dispose of Hazardous Materials, or the clean-up, abatement encumber any Purchased Asset or other action relating Subject Shares or (3) to Hazardous Materials offer or Environmental Lawsrefuse to offer any product to any person; (jxviii) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any PersonContract with a Governmental Entity; or (nxix) any other Contract by or not made in the ordinary course of business that is MATERIAL to which any the Business. (b) The Sellers have made available to Purchaser a correct and complete copy of each Contract required to be disclosed pursuant to Section 3.09(a) (collectively “Material Contracts”). To the Knowledge of the Acquired Assets are bound Sellers, each Material Contract is in full force and effect and is valid, binding and enforceable against the parties thereto in accordance with its terms, subject to the General Enforceability Exceptions, and none of the Sellers nor any Company is in breach or subjectviolation of, or default under, any Material Contract in any material respect. There is no pending action or proceeding challenging the validity, enforceability or effectiveness of any Material Contract, and to the Knowledge of the Sellers, no other party to a Material Contract has provided written notice that such party intends to cancel or terminate such Material Contract. (c) Schedule 3.09(a) identifies each Material Contract that is, or is the subject of, a Guarantee.

Contracts. Except as set (a) Section 4.11(a) of the Seller’s Disclosure Schedule sets forth a complete and accurate list of all of the following Contracts to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of its or their assets are subject: (i) Contracts for the purchase or lease of materials, supplies, goods, services, equipment or other assets requiring aggregate payments in Schedule 1.01(a)(vexcess of $100,000; (ii) Contracts for the sale by the Company or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets (other than coal) having a value in excess of $50,000; (iii) Contracts requiring the Company or any of its Subsidiaries to purchase its total requirements of any product or service from a Third Party or that contain “take or pay” or other minimum purchase requirements provisions; (iv) Contracts for the purchase, sale or transport of coal (collectively, the “Coal Supply Agreements”); (v) Contracts with coal brokers for the sale of coal; (vi) Contracts to supply or provide contract mining services and any other Contracts with coal mine operators or their Affiliates, Schedule 1.01(a)(xidirectors, managers, officers, stockholders or partners; (vii) and Schedule 3.12 partnership, joint venture or similar Contracts; (orviii) employment, severance, stay, bonus, termination, change in control, consulting or similar Contracts; (ix) Contracts containing covenants not to compete or other covenants restricting or purporting to restrict the right of the Company or any of its Subsidiaries or Affiliates to engage in any line of business, acquire any property, develop or distribute any product, provide any service (including geographic restrictions) or to compete with any Person, or granting any exclusive distribution rights, in any market, field or territory; (x) Contracts with the case of oral Contracts Seller or oral Grain Contracts, true and complete summaries any Affiliate of the material terms of which are set forth in Schedule 3.12)Seller, the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument Company or any of its Subsidiaries, other binding obligation than Coal Supply Agreements; (xi) Notes, debentures, bonds, equipment trusts, letters of credit, loans or arrangement other Contracts for or evidencing Indebtedness or the lending of money including Bonds; (oral xii) Contracts (including keepwell agreements) under which (A) any Person has directly or written) by indirectly guaranteed Indebtedness or to which other Liabilities of the Company or any of its Subsidiaries or (B) the Acquired Assets are bound Company or subject any of its Subsidiaries has directly or indirectly guaranteed Indebtedness or other Liabilities of any Third Party (in each case other than endorsements for the purpose of collection in the ordinary course of business consistent with past practice); (xiii) Contracts under which the Company or any of its Subsidiaries has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Third Party; (xiv) Contracts under which there is a continuing obligation to pay any “earn out” payment or deferred or contingent purchase price or any similar payment respecting the purchase of any business or assets; (xv) Contracts that are material to the conduct of the Business business of the Company or its Subsidiaries as currently conducted (collectivelyi) under which any Company Intellectual Property is licensed to any Third Party, or (ii) that constitute Intellectual Property licensed by the Company or its Subsidiaries (excluding generally-commercially‑available off‑the‑shelf software programs that in each case has incurred license fees of less than $2,500), identifying in each case whether such license is exclusive or non‑exclusive; (xvi) Contracts with any Governmental Entity with a value in excess of $50,000, other than Permits; (xvii) Contracts other than the Leases, the Contractor Mining Agreements or the Lafayette Agreements which require payment by the Company or its Subsidiaries of any royalties; and (xviii) Contracts that are otherwise material to the Mining Operations and not previously disclosed pursuant to this Section 4.11. The Contracts required to be listed on Section 4.11(a) of the Seller’s Disclosure Schedule are collectively referred to herein as the “Company Contracts”.” The Seller has made available complete and accurate copies of each Company Contract (including all material amendments, modifications, extensions and renewals thereof and related notices relating thereto) includingto the Purchaser. (b) Except as set forth on Section 4.11(b) of the Seller’s Disclosure Schedule, without limitation(i) each Company Contract is in full force and effect and valid and enforceable in accordance with its terms, any(ii) each of the Company and its Subsidiaries and, to the Knowledge of the Seller, all other parties thereto have complied with and are in compliance with the provisions of each Company Contract in all material respects, (iii) neither the Company nor any of its Subsidiaries is, nor to the Knowledge of the Seller, any other party thereto is, in material default in the performance, observance or fulfillment of any obligation, covenant, condition or other term contained in any Company Contract, and neither the Company nor any of its Subsidiaries has given or received notice to or from any Person relating to any such alleged or potential default that has not been cured, and (iv) the Company Contracts are all of the Contracts that are material to or necessary for the conduct of the Company’s and its Subsidiaries’ businesses or the Mining Operations. (c) Except as disclosed in Section 4.11(c) of the Seller’s Disclosure Schedule: (ai) covenant not neither the Company nor any of its Subsidiaries has received written notice from any party to compete a Coal Supply Agreement threatening to suspend shipments under such Coal Supply Agreement due to an alleged breach by the Company or any of its Subsidiaries of such Coal Supply Agreement; (ii) there have been no whole or partial assignments or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale transfers of any of the products Coal Supply Agreements or of any interest therein by the Business Company or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Businessits Subsidiaries; (biii) Contracts with any Affiliate none of the Seller parties to any of the Coal Supply Agreements has made any written claim to the Company or any Managerof its Subsidiaries, officereither by contractually-required notice or otherwise, or employee of the Seller (excluding the Buyer)existence of any force majeure events, which materially affect or could materially affect future deliveries under such Coal Supply Agreement; (civ) continuing Contract for no written claims have been made or, to the future purchase Knowledge of the Seller, threatened under any economic hardship or price similar provisions of commodities, raw materials, supplies or equipmentany of the Coal Supply Agreements; (dv) Contracts with distributors there have been no written demands by any of the parties to any of the Coal Supply Agreements for adequate assurance of performance, whether made pursuant to the terms of the Coal Supply Agreements or other sales representative, customers pursuant to statutory or supplierscommon law; (evi) managementthere are no pending or, employmentto the Knowledge of the Seller, service, consulting, severance or other similar type of Contract (other than Contracts with threatened material pricing disputes under the Buyer)Coal Supply Agreements; (fvii) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon no party to any of the Acquired AssetsCoal Supply Agreements has currently suspended or, to the Knowledge of the Seller, threatened to suspend its performance of the terms and conditions of the applicable Coal Supply Agreement either under the terms of such Coal Supply Agreement or otherwise; (gviii) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products none of the Business, customers or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which sellers under any of the Acquired Assets are bound Coal Supply Agreements has sought to renegotiate, alter or subjectterminate any of the terms of the Coal Supply Agreements by any means, including, but not limited to, litigation, arbitration, renegotiation under the terms of the Coal Supply Agreements or renegotiation outside of the terms of the Coal Supply Agreements; and (ix) neither the Company nor any of its Subsidiaries is obligated to deliver any quantities of coal under any Coal Supply Agreement, the consideration for which has been pre-paid.

Contracts. Except Section 4.13 of the Parent Disclosure Letter contains a complete list, as of the date hereof, of all Contracts (together with each material amendment, modification, change or waiver thereto) by and between any Transferred Subsidiary and one or more third parties (other than this Agreement or the Ancillary Agreements), pursuant to which any Transferred Subsidiary is obligated or liable or is entitled to any rights or benefits or pursuant to which any Transferred Subsidiary or any of its properties or assets is subject, in each case, which fall within any of the following categories (such Contracts as are required to be set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries Section 4.13 of the material terms of which are set forth in Schedule 3.12)Parent Disclosure Letter, the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “"Material Contracts”) including, without limitation, any:"): (a) covenant not each advertising and sponsorship Contract pursuant to compete or other covenant which payment of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of more than $100,000 annually is required to be paid to any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the BusinessTransferred Subsidiary; (b) Contracts with any Affiliate each Contract providing for the sale, lease or other disposition of a material portion of the Seller or assets of any Manager, officer, or employee Transferred Subsidiary other than in the ordinary course of the Seller (excluding the Buyer)business; (c) continuing each material Contract relating to the production or licensing of any programming for the future purchase or price of commodities, raw materials, supplies or equipmentany Network; (d) Contracts with distributors each affiliation, distribution, carriage or other sales representativesimilar agreement between any Transferred Subsidiary (or under which any Transferred Subsidiary is bound or is liable or pursuant to which any Transferred Subsidiary or any of its properties or assets is subject) and any of its affiliates, customers distributors, carriers, over-the-air broadcast operators and multichannel video programming distributors, in which such affiliate, distributor, carrier or suppliersoperator accounts for at least 50,000 subscribers to a Network operated by such Transferred Subsidiary as of July 31, 2006; (e) managementeach material definitive rights agreement relating to the telecast of professional, employmentcollegiate conference, service, consulting, severance university or other similar type of Contract (other than Contracts with the Buyer)high school sports teams or any sports related tournaments or events on any Network; (f) mortgageeach Contract pursuant to which any Transferred Subsidiary is obligated (or assuming performance of any Contract in effect at the date hereof, pledge, security agreement, deed would be obligated) to any Person for payments in respect of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, capital expenditures in any case, granting an Encumbrance upon any excess of the Acquired Assets$1,000,000; (g) collective bargaining each currently effective joint venture or partnership or similar agreement or other and each Contract with any labor union or association representing employees; (h) Contracts providing for (i) the purchase or lease formation of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, a joint venture, limited liability company, limited liability long-term alliance or partnership or involving an equity investment; (h) each currently effective Contract (including any Employment Agreements) which (A) materially restricts the ability of any Transferred Subsidiary or any of its Affiliates or the Transferred Business to engage in any business activity in any geographic area or line of business following the Closing or (B) materially restricts the ability of any Transferred Subsidiary or any of its Affiliates or the Transferred Business to compete with any Person following the Closing; (i) each Contract (or group of related Contracts) under which there has been created, incurred, assumed, or guaranteed any Indebtedness, or that relates to the lending or advancing of amounts or investment in any other Person, in each case, in excess of $100,000, or providing for the creation of any Encumbrance securing an obligation likely to exceed $100,000 upon any asset of any Transferred Subsidiary; (j) each lease, sublease or similar entityagreement relating to tangible personal property used or held for use in the Transferred Business, for an annual rent in excess of $100,000, or agreement regarding the purchase of real property; (k) Contracts to make any capital expenditures or capital additions or improvementseach currently effective material Real Property Lease; (l) Contracts relating to any currently effective Contract concerning the storage marketing or warehousing distribution by third parties of any Inventory products or services of the Transferred Business (including any Contract requiring the payment of any sales or marketing or distribution commissions or granting to any Person rights to market, distribute or sell such products or services) involving sales of products of the Business, or the charter or purchase of transportation or shipping servicesmore than $100,000 annually; (m) guarantees any other currently effective Contract which was entered into other than in the ordinary course of business involving payments to or other Contracts from third parties in respect excess of any Indebtedness $500,000 over the remaining term of any Personsuch Contract; orand (n) any other Contract by or each satellite and transponder agreement to which any Transferred Subsidiary is a party or pursuant to which any Transferred Subsidiary or under which any Transferred Subsidiary is bound or is liable or pursuant to which any Transferred Subsidiary or any of its properties or assets is subject. Parent has made available to LMC or its Representatives (as defined below) correct and complete copies of all such Material Contracts (other than such Material Contracts referenced in Section 4.13(n) pursuant to which the Transferred Subsidiaries shall have no liabilities or obligations of any kind after Closing other than pursuant to the Technical Services Agreement) with all amendments thereto. Each such Material Contract is valid, binding and enforceable against a Transferred Subsidiary and the other parties thereto in accordance with its terms and is in full force and effect, subject to expiration in accordance with its terms. Except as set forth in Section 4.13 of the Acquired Assets are bound Parent Disclosure Letter, none of the Transferred Subsidiaries is in material default under or subjectin material breach of any such Material Contract, and no event has occurred that, with notice or lapse of time, or both, would constitute such a material default. Except as set forth in Section 4.13 of the Parent Disclosure Letter, each of the other parties to the Material Contracts has performed in all material respects all of the obligations required to be performed by it under, and is not in material default under, any such Material Contract, and to the Knowledge of Parent, no event has occurred that, with notice or lapse of time, or both, would constitute such a material default.

Contracts. Except as set forth in Schedule 1.01(a)(v)(a) Sellers have delivered to Buyer a copy of, Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries of the material terms of which are set forth in Schedule 3.12), the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, anyeach Applicable Contract: (a) covenant not to compete or other covenant of the Seller (i) limiting Involving the performance of services, delivery of goods or restricting materials, or payments by one or more Acquired Companies of an amount or value in excess of $5,000; (ii) Involving the developmentperformance of services, manufacturedelivery of goods or materials, marketingor payments to one or more Acquired Companies of an amount or value in excess of $5,000 (iii) That was not entered into in the Ordinary Course of Business; (iv) With respect to Intellectual Property Assets, distribution including Contracts with current or sale former employees, consultants, or contractors regarding the ownership, use, protection, or nondisclosure of any of the products Intellectual Property Assets; (v) With any labor union or other employee representative of a group of employees relating to wages, hours, or other conditions of employment; (vi) Involving any joint venture, partnership, or limited liability company agreement involving a sharing of profits, losses, costs, Taxes, or other liabilities by any Acquired Company with any other Person; (vii) Containing covenants that in any way purport to restrict the Business right or freedom of any Acquired Company or any future line extension other Person for the benefit of such products into other forms or any Acquired Company to (iiA) limiting or restricting the ability of the Seller from entering into engage in any market or business activity, (B) engage in any line of business or competing compete with any Person, or (C) solicit any Person to enter into a business or employment relationship, or enter into such a relationship with any Person; (viii) Providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (ix) Containing an effective power of attorney granted by any Acquired Company; (x) Containing or providing for an express undertaking by any Acquired Company to be responsible for consequential, special, or liquidated damages or penalties or to indemnify any other party; (xi) For capital expenditures in excess of $5,000 (xii) Involving the settlement, release, compromise, or waiver of any material rights, claims, obligations, duties, or liabilities; (xiii) Relating to any loan, advance, extension of credit or other indebtedness of any Acquired Company in excess of $5,000 (xiv) Relating to the employment of any employee of any Acquired Company; (xv) Under which any Acquired Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person in connection with the Businessexcess of $5,000 (xvi) Relating to any bond or letter of credit; (bxvii) Contracts with Containing any Affiliate obligation of confidentiality or nondisclosure between any Acquired Company and any other Person for the Seller benefit of any Acquired Company or any Manager, officer, or employee of the Seller (excluding the Buyer)such other Person; (cxviii) continuing Contract for the future purchase or price of commoditiesLicense, raw materialssublicense, supplies or equipment; (d) Contracts with distributors option or other sales representative, customers agreement relating in whole or suppliers; in part to the Intellectual Property Assets (e) management, employment, service, consulting, severance including any license or other similar type of Contract (other than Contracts with agreement under which the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale Company or title retention agreement, equipment financing obligation any Acquired Company is a licensee or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease licensor of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Intellectual Property); (ixix) Contracts regarding Lease, sublease or similar Contract with any person (other than the Release, transportation Company or disposal of Hazardous Materialsa Subsidiary) under which the Company or a Subsidiary is a lessor or sublessor of, or makes available for use to any person (other than the clean-up, abatement Company or other action relating to Hazardous Materials or Environmental Lawsa Subsidiary) any assets of the Acquired Company; (jxx) Contracts establishing providing for indemnification of any person with respect to liabilities relating to any current or creating former business of the Company, a Subsidiary or any partnership, joint venture, limited liability company, limited liability partnership or similar entitypredecessor person; (kxxi) Contracts to make any capital expenditures or capital additions or improvementswhich is a confidentiality agreement; (lxxii) Contracts relating to the storage which is a currency exchange, interest rate exchange, commodity exchange or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping servicessimilar Contract; (mxxiii) guarantees which has an aggregate future liability to any person (other than the Company or other Contracts a Subsidiary) in excess of $10,000 and is not terminable by the Company or a Subsidiary by notice of not more than 60 days; and (xxiv) Constituting an amendment, supplement, or modification (whether oral or written) in respect of any Indebtedness of the foregoing. (xxv) Each Applicable Contract is in full force and effect, and is valid and enforceable in accordance with its terms; (xxvi) The completion or performance of each Applicable Contract will not result in an adverse consequence to any Acquired Company. (xxvii) Each Acquired Company has been in compliance with each Applicable Contract since the effective date of such Applicable Contract; (xxviii) Each other Person that has any obligation or liability under any Applicable Contract has been in compliance with such Applicable Contract since the effective date of such Applicable Contract; (xxix) No event has occurred or circumstance exists that (with or without notice or lapse of time) could result in a Breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or accelerate the maturity or performance of or payment under, or cancel, terminate, or modify, any Applicable Contract; (xxx) No event has occurred or circumstance exists under or by virtue of any PersonApplicable Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any assets owned or used by any Acquired Company; orand (nxxxi) No Acquired Company has given to, or received from, any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, or potential Breach of any Applicable Contract. (b) There is no renegotiation of, attempt to renegotiate, or outstanding rights to renegotiate any Applicable Contract with any Person, and no Person has made written demand for such renegotiation. (c) Each Applicable Contract relating to the sale, design, manufacture, or provision of products or services by an Acquired Company has been entered into in the Ordinary Course of Business and without the commission of any act alone or to which in concert with any other Person, or any consideration having been paid or promised, in violation of the Acquired Assets are bound or subjectany Legal Requirement.

Contracts. (i) Except as expressly contemplated by this Agreement, or as set forth in the Schedule 1.01(a)(v)of Exceptions, Schedule 1.01(a)(xi) the Company and Schedule 3.12 (oreach of its Subsidiaries is not, in and as of each of the case Closings the Company and each of oral Contracts its Subsidiaries will not be, a party to, or bound by, and none of their respective assets is or will be subject to, any written or oral Grain Contracts, true and complete summaries of the material terms of which are set forth in Schedule 3.12), the Seller is not a party to or bound by any agreement, contract, leasecommitment, optionorder, license, commitmentlease or other instrument and arrangement of the types described below (the "Contracts"): (A) any pension, instrument profit sharing, stock option, employee stock purchase or other plan providing for deferred, incentive or other compensation to employees, any other employee benefit plan, or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, any: (a) covenant not to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing contract with any Person in connection with the Businesslabor union; (bB) Contracts with any Affiliate contract for the employment or personal services of any officer, individual employee or other person or entity on a full-time, part-time, consulting, advisory or other basis providing annual compensation in excess of $125,000 or which, in any way, restricts or limits the right of the Seller Company or any Manager, officer, or employee of the Seller (excluding the Buyer)Subsidiary to terminate such contract at will; (cC) continuing Contract for the future purchase or price any loan agreement, indenture, letter of commoditiescredit, raw materialssecurity agreement, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security pledge agreement, deed of trust, loan agreementbond, credit agreementnote, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrumentagreement relating to the borrowing of money in excess of $125,000 or to the mortgaging, in any casepledging, granting transferring of a security interest, or otherwise placing an Encumbrance upon on any material asset or material group of assets (whether tangible or intangible) of the Acquired AssetsCompany or any Subsidiary; (gD) collective bargaining any guarantee of the payment or performance of any Person in excess of $125,000; any agreement to indemnify any Person or act as a surety for an amount in excess of $125,000; any other Contract with agreement to be contingently or secondarily liable for the obligations of any labor union Person; or association representing employeesany "keep well" or similar credit support arrangements; (hE) Contracts for (i) any lease or agreement under which it is the purchase lessee of or lease of holds or operates any property, real or personal property personal, owned by any other party requiring annual payments in excess of $125,000; (F) any contract or agreement or group of related agreements with the same party or any group of affiliated parties which requires or may in the future require an aggregate payment by or to the Company or any Subsidiary in excess of $125,000; (iiG) any contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the sale world; (H) any material licenses, licensing arrangements and other similar contracts providing in whole or lease in part for the use by a third party of, or limiting the use by the Seller Company or any Subsidiary of, any Intellectual Property; (I) any brokerage or finder's agreements relating to this Transaction; (J) any joint venture, partnership and similar contracts involving a sharing of any real profits or personal property expenses (including, without limitation, the Real Propertyincluding joint development and joint marketing contracts); (iK) Contracts regarding any asset purchase agreements, stock purchase agreements and other acquisition or divestiture agreements, including any agreements relating to the Releasesale, transportation lease or disposal of Hazardous Materials, any assets of the Company or the clean-up, abatement any of its Subsidiaries for consideration in excess of $50,000 or involving continuing indemnity or other action relating to Hazardous Materials or Environmental Lawsobligations; (jL) Contracts establishing any material sales agency, marketing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entitydistributorship agreements; (kM) Contracts to make any capital expenditures contracts which contain "take or capital additions or improvementspay" provisions; (lN) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services[Intentionally omitted]; (mO) guarantees any contracts, agreements or arrangements regarding pre-emptive rights, rights of first refusal, put or call rights or obligations, anti-dilution rights or other Contracts in restrictions on or with respect to the issuance, sale or redemption of the capital stock of the Company or any of its Subsidiaries; (P) any contracts, agreements or arrangements regarding the rights, obligations, restrictions on or with respect to the voting of any Indebtedness of the capital stock of the Company or any Personof its Subsidiaries or the registration of such stock for offering to the public pursuant to the Securities Act; orand/or (nQ) any other Contract contract, agreement or commitment not the subject matter of clauses (A) through (P) above which is or could be reasonably expected to be material to the Company, any Subsidiary or the Business. (ii) The Company and each of its Subsidiaries has performed all obligations required to be performed by it to date and is not in material default under, or in material breach of, or in receipt of any claim of material default under or material breach of, any agreement to which it is a party or to which any of its assets is subject; the Acquired Assets are bound Company has no present expectation or intention of not fully performing, or of permitting any of its Subsidiaries not to perform fully, all such obligations; and the Company does not have any knowledge of any material breach or anticipated material breach by the other parties to any contract or commitment to which it or any of its Subsidiaries is a party or to which any of its or their assets is subject. (iii) To the knowledge of the Company, none of the officers of the Company or any Subsidiary is a party to any oral or written contract which prohibits, restricts or limits his or her performance of his or her duties or the fulfillment of his or her obligations as an employee and an officer of the Company or any Subsidiary. (iv) Each Contract is a legal, valid, binding and enforceable obligation of the Company or a Subsidiary, and to the knowledge of the Company, the other parties thereto, subject to applicable bankruptcy, insolvency, or other similar laws affecting the enforceability of creditors' rights generally and court decisions with respect thereto, and the discretion of courts in granting equitable remedies. Except as set forth in the Schedule of Exceptions, no Consent of any Person is required under any Contract as a result of or in connection with the execution and delivery by the Company or any of its Subsidiaries or the performance by the Company or any of its Subsidiaries of its obligations hereunder or under any of the Other Agreements or the consummation by the Company or any of its Subsidiaries of the transactions contemplated hereby or thereby.

Contracts. (a) Except for this Agreement and the Ancillary Agreements, and except as set forth in disclosed on Schedule 1.01(a)(v)4.11, Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case neither Company nor any of oral Contracts or oral Grain Contracts, true and complete summaries of the material terms of which are set forth in Schedule 3.12), the Seller its Subsidiaries is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound following agreements (whether written or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, any: (a) covenant not to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business; (b) Contracts with any Affiliate of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property);oral): (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability companyor other similar Contract or arrangement, limited liability partnership or similar entityany Contract relating to the acquisition or disposition of any business or assets (whether by merger, sale of stock, sale of assets, or otherwise); (kii) Contracts any Contract relating to make Indebtedness (in any capital expenditures case, whether incurred, assumed, guaranteed, or capital additions secured by any asset) or improvementsany Contract, indenture, or other instrument that contains restrictions with respect to payment of any distribution in respect of the Capital Stock; (liii) Contracts relating any Contract that limits the freedom of the Company to market, sell, or otherwise distribute its products or provide its services in any geographic area, or to compete in any line of business or geographic area or with any Person; (iv) any Contract which limits sub-contracting; (v) any Contract which limits or restricts offshoring; (vi) any Contract including most-favored customer or nation, benchmarking or any other provision which resets the pricing therein; (vii) any Contract which contains limitations on assignment; (viii) any Contract or arrangement with (i) any of its Affiliates, (ii) any Person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote by any of its Affiliates or (iii) any director or officer of Company or its Subsidiaries or with any “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any such director or officer; (ix) any management service, consulting, or any other similar type of Contract; (x) any warranty, guaranty, or other similar undertaking with respect to a contractual performance extended by the Company or its Subsidiaries; (xi) any Contract with no limitation on the Company’s or any of its Subsidiaries’ liability thereunder; (xii) any Contract which does not exclude implied warranties; (xiii) any Contract which includes indemnities other than for confidentiality, intellectual property infringement, bodily injury and death, tax liability or compliance with applicable Laws; (xiv) any employment, deferred compensation, severance, bonus, retirement, or other similar Contract or plan; (xv) any Contract involving payments by or to the storage Company or warehousing any of its Subsidiaries of more than $25,000 in any Inventory or products of the Businessconsecutive 12-month period; (xvi) any Contract with any agency, dealer, sales representative, or distributor for the charter marketing, selling, and distribution of Company’s or purchase any of transportation or shipping its Subsidiaries’ products and services; (mxvii) guarantees any material license, franchise, or other Contracts in respect similar Contract; (xviii) any leases of Company Real Property; (xix) any Indebtedness Contract that would prevent consummation of any Personthe transactions contemplated by this Agreement and the Ancillary Agreements, or the continued operation of the Business after the date of this Agreement or the Closing Date on substantially the same basis as historically operated; or (nxx) any other Contract not made in the Ordinary Course that is material to the Company or any of its Subsidiaries. (b) Each Contract disclosed on Schedule 4.11 or any other schedule to this Agreement or required to be disclosed on Schedule 4.11 or any other schedule to this Agreement is a valid and binding Contract of the Company or such Subsidiary, is in full force and effect (subject to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunction relief and other equitable remedies), and neither the Company nor the applicable Subsidiary nor any of their respective Affiliates nor, to the knowledge of the Company, any other party thereto, is in default or breach under the terms of any such Contract. To the knowledge of the Company, there is no event, occurrence, condition, or act (including the consummation of the transactions contemplated hereby, and assuming the satisfaction of all conditions to the parties’ respective conditions to Closing) that, with the giving of notice or the passage of time, would reasonably be expected to result in a default or event of default under any such Contract by or to which any of the Acquired Assets are bound parties thereto. The Company has delivered to the Buyer true and complete copies of each written Contract listed or subjectrequired to be listed on Schedule 4.11 and true and complete summaries of all oral Contracts. (c) Neither Company nor any of its Subsidiaries has received any written, or to the knowledge of the Company any oral, notice alleging breach of any Contract, terminating or threatening to terminate any Contract or of an intent not to renew a Contract.

Contracts. Except (a) Section 3.11(a) of the Osmotica Disclosure Schedule sets forth, as set forth of the date hereof, each of the following unexpired leases, subleases, licenses, bonds, debentures, notes, mortgages, indentures, guarantees, other agreements or contracts or other legally binding instruments (each, a “Contract”) to which any Osmotica Company is a party: any Contract, (i) the performance of which is reasonably expected to involve annual payments on the part of any Osmotica Company in Schedule 1.01(a)(vexcess of $1,000,000 and is not terminable by such Osmotica Company on 90 days’ notice or less without premium or penalty (excluding sales orders and purchase orders issued in the ordinary course of business); (ii) with respect to a joint venture, Schedule 1.01(a)(xipartnership, distributor, reseller or other similar agreement; (iii) which limits or purports to limit the ability of any of the Osmotica Companies to compete in any line of business or with any person or in any geographic area or during any period of time or requires that any of the Osmotica Companies provide “most favored status,” “favored pricing” (or similar terms) to any customer or other person; (iv) that grants a Lien (other than an Osmotica Permitted Lien or a Lien that will be released as of the Closing) on any material asset of any of the Osmotica Companies; (v) that is a lease of real property; (vi) that provides for the acquisition of any person or any business unit thereof or the sale of any material asset (excluding inventory) of any of the Osmotica Companies outside the ordinary course of business; (vii) under which (A) any person directly or indirectly guarantees any liabilities or obligations of any of the Osmotica Companies, (B) any of the Osmotica Companies guarantees any liabilities or obligations of any other person or (C) any of the Osmotica Companies incurs indebtedness having an outstanding principal amount (or aggregate commitments) in excess of $1,000,000; (viii) that provides for the manufacture of Osmotica Products (or any part thereof) for any of the Osmotica Companies; (ix) that is an employment Contract for any current employee and is reasonably expected to involve payments of more than $150,000 in total compensation in 2015; (x) that is a consulting Contract for any current Contractor and is reasonably expected to involve payments of more than $150,000 in total compensation per year; (xi) under which the Osmotica Companies are providing products or services to customers (other than distributors and resellers) and Schedule 3.12 for which the purchase of products or services from the Osmotica Companies for the twelve month period following the date hereof is reasonably expected to exceed $500,000; (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries of the material terms of which are set forth in Schedule 3.12), the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or writtenxii) by or to under which any of the Acquired Assets are bound Osmotica Companies is (A) a lessee or subject sublessee of tangible personal property, or which are material to (B) a lessor of any tangible personal property owned by the conduct Osmotica Companies, in any single lease under (A) or (B) having an original value in excess of the Business (collectively, the “Contracts”) including, without limitation, any:$500,000; or (axiii) covenant not to compete for capital expenditures or other covenant the acquisition or construction of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale fixed assets in excess of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business;$500,000. (b) All Contracts with any Affiliate required to be set forth in Sections 3.11(a) and 3.10(b) of the Seller or any ManagerOsmotica Disclosure Schedule (such Contracts, officerthe “Osmotica Business Contracts”) are valid, or employee binding and in full force and effect with respect to the applicable Osmotica Company and, to the Knowledge of Osmotica, the other party thereto, subject, as to enforcement, to the Enforceability Exceptions. None of the Seller (excluding Osmotica Companies is in material breach or material default under any Osmotica Business Contract, and, to the Buyer); (c) continuing Knowledge of Osmotica, no other party to any Osmotica Business Contract for is in material breach or material default thereunder. As of the future purchase date of this Agreement, none of the Osmotica Companies has received any claim or price notice of commoditiesany material breach of or material default under any Osmotica Business Contract. As of the date hereof, raw materials, supplies or equipment; (d) Contracts with distributors or there are no material disputes under any Osmotica Business Contract and none of the Osmotica Companies has received any notice that any other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon party to any of the Acquired Assets; (g) collective bargaining agreement Osmotica Business Contracts intends to cancel or other Contract with terminate any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating Osmotica Business Contract. Prior to the storage or warehousing date hereof, complete and correct copies of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other all Osmotica Business Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or have been made available to which any of the Acquired Assets are bound or subjectVertical/Trigen.

Contracts. Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries Section 4.13 of the material terms Disclosure Schedule sets forth a complete and accurate list of all of the following Contracts to which are set forth in Schedule 3.12), the Seller Company is not a party to or by which it is bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Material Contracts”) including, without limitation, any:): (a) covenant not Contracts relating to the acquisition or disposition, outside the ordinary course of business consistent with past practice, of any business or division of a business or the assets or securities of any other Person or for the grant to any Person of any preferential rights to purchase any of such assets or securities (including any earn-out or agreement for the deferred payment of purchase price) other than in the ordinary course of business; (b) Contracts for joint ventures, partnerships or sharing of profits or proprietary information; (c) Contracts containing covenants limiting the right of the Company to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of in any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection any geographical area or from soliciting or hiring any Person with respect to employment, or covenants limiting the right of any other Person to compete with the BusinessCompany in any line of business or in any geographical area or from soliciting or hiring any Person with respect to employment except, with respect to covenants not to solicit or hire, for any such Contracts in the ordinary course with customers and suppliers, or providing for “meet competition,” “most favored nation” pricing terms or similar rights, or establishing an exclusive sale or purchase obligation with respect to any Person, product or any geographic location; (bd) Contracts evidencing Indebtedness (whether incurred, assumed or guaranteed by the Company or secured by any Asset); (e) Contracts under which the Company is required to provide continuing indemnification or a guarantee of obligations of any Person in excess of $25,000, except for any such Contracts in the ordinary course with customers; (f) Contracts under which the Company has advanced or loaned any amount to any of its managers, officers and employees which remain unsatisfied or unforgiven; (g) Contracts required to be listed in Section 4.10(a) and Section 4.12(c) of the Disclosure Schedule; (h) Contracts for the lease of personal property that involve payments by the Company in excess of $10,000 per year; (i) Contracts relating to any Intellectual Property used in the Business (other than off-the shelf software licensed under shrink wrap agreements) or pursuant to which the Company has granted a license of Intellectual Property to any third party; ▇▇▇▇▇▇▇▇.▇▇.▇▇▇▇▇▇▇▇ (j) Contracts with any labor union or labor organization; (k) Contracts providing for indemnification of any officer or manager of the Company, other than any existing directors’ and officers’ insurance policy and as provided in Company’s Organizational Documents, as currently in effect; (l) Contracts granting a power of attorney or similar power by the Company for any purpose whatsoever; (m) Contracts with any Affiliate of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer)Company; (cn) Contracts involving any resolution or settlement of any actual or threatened Legal Proceeding involving amounts in dispute in excess of $10,000, or which imposed material continuing Contract for obligations on the future purchase or price of commodities, raw materials, supplies or equipmentCompany; (do) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any customer of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for Company that (i) involve payments to the purchase or lease Company in excess of $500,000 in any real or personal property period of twelve (12) consecutive months or (ii) except as set forth in the sale Company’s standard form of Master Service Agreement and Statement of Work (both of which have previously been delivered or lease made available to Buyer), contain warranties or indemnities covering the work product of contingent workers, independent contractors and other temporary personnel assigned to customers; and (p) other Contracts (other than those listed in clauses (a) through (o) of this Section 4.13 and other than the Employment Contracts) that involve payments by the Seller Company in excess of $30,000 per year that are not terminable by the Company upon sixty (60) days’ notice or less without liability, premium or penalty. Assuming due authorization, execution and delivery by the other parties thereto, each Material Contract and each Employment Contract is valid and is binding on the Company and, to the Company’s Knowledge, each other party thereto and is in full force and effect. Neither the Company nor, to the Company’s Knowledge, any other party thereto, is in default or breach in any material respect under the terms of, nor has the Company received any notice of any real material default or personal property (includingbreach under, without limitationany such Material Contract or Employment Contract, and no event or circumstance has occurred that, with the Real Property); (i) Contracts regarding the Release, transportation or disposal passage of Hazardous Materials, time or the clean-upgiving of notice or both, abatement would constitute a material default thereunder or other action relating would permit material modification, acceleration or termination of any such Material Contract or Employment Contract or the loss of any material benefit thereunder. The Company has delivered or made available to Hazardous Materials or Environmental Laws; (j) Buyer true, correct and complete copies of all Material Contracts establishing or creating any partnershipand of all Employment Contracts, joint venturetogether with all amendments thereto. Neither the Company nor, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage Company’s Knowledge, any other party thereto, has provided or warehousing received any notice of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of intention to terminate any Indebtedness of any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound or subjectMaterial Contract.

Contracts. Except as set (a) SCHEDULE 4.13 sets forth in Schedule 1.01(a)(v)a true, Schedule 1.01(a)(xi) complete and Schedule 3.12 (or, in the case correct list of oral Contracts or oral Grain Contracts, true and complete summaries each of the material terms of which are set forth in Schedule 3.12), the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or following contracts to which any of the Acquired Assets are Company or the Company Subsidiaries is a party or by which any of them is bound or subject or which are material to the conduct as of the Business date of this Agreement, other than the Benefit Plans (collectively, the “Contracts”) including, without limitation, any:"MATERIAL CONTRACTS"): (a) covenant not to compete or other covenant of the Seller (i) limiting Contracts involving the expenditure by the Company or restricting the developmentCompany Subsidiaries of more than $200,000 in calendar years 2005 or 2006 for the purchase of materials, manufacturesupplies, marketingequipment or services, distribution excluding any such Contracts that are terminable by the Company or the Company Subsidiaries without penalty on not more than thirty (30) days notice; (ii) (A) indentures, mortgages, loan agreements, capital leases, security agreements, or other Contracts relating to Debt Obligations or (B) any Contract or other currently outstanding instrument under which any of the Company or the Company Subsidiaries has, directly or indirectly, made any advance, loan, extension of credit (other than an account receivable) or capital contribution to, or other investment in, any Person; (iii) Contracts that restrict the Company or the Company Subsidiaries from engaging in any line of business in any geographic area or competing with any Person; (iv) Contracts that restrict the declaration, set aside or payment of any dividends or distributions on, or in respect of, any capital stock or equity interest of the Company or any Company Subsidiary; (v) Contracts to sell goods or services with respect to the customers set forth on SCHEDULE 4.18 and any other customers of the Business with annual purchases in excess of $200,000 in calendar years 2005 or 2006; (vi) Contracts granting any Person a first-refusal, first offer or similar preferential right to purchase or acquire any right, asset or property of the Company or the Company Subsidiaries; (vii) any commitment to make any capital expenditure or to purchase a capital asset in each case, in excess of $250,000 not contemplated by the Capital Expenditure Budget; (viii) except as to the extent contemplated by the Capital Expenditure Budget, any commitment for the purchase or sale of any of its assets, other than in the products ordinary course of business, or any capital stock of the Business Company or the Company Subsidiaries; (ix) any future line extension lease or similar agreement under which (A) any of such products the Company or the Company Subsidiaries is the lessee of, or holds or uses, any facility, machinery, equipment, vehicle or other tangible personal property owned by any third Person for an annual rent in excess of $100,000 or (B) any of the Company or the Company Subsidiaries is the lessor of, or makes available for use by any third Person, any tangible personal property owned by any of the Company or the Company Subsidiaries for an annual rent in excess of $100,000; (x) Contracts (i) entered into or assumed by any of the Company or the Company Subsidiaries in which it has an obligation in respect of providing for indemnification or purchase price adjustment, in connection with any disposition, sale or other forms transfer of any present or former business or commercial activity and (ii) limiting which was either (A) entered into after October 29, 2003 or restricting the ability (B) pursuant to which there are any outstanding, unresolved or potential indemnification claims in excess of $50,000 against any of the Seller from entering into any market Company or line of business or competing with any Person in connection with the BusinessCompany Subsidiaries; (bxi) Contracts with any Affiliate pursuant to which the Company or the Company Subsidiaries have licensed the Owned Intellectual Property to, or the use of the Seller Owned Intellectual Property is otherwise permitted with respect to, any other Person; and pursuant to which the Company or any Manager, officerthe Company Subsidiaries have had Intellectual Property licensed to it, or employee has otherwise been permitted to use Intellectual Property, excluding non-exclusive, commercially available software licenses entered into in the ordinary course of the Seller (excluding the Buyer)business; (cxii) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership joint venture agreements or similar entityother Contracts involving a sharing of profits or expenses by the Company or Company Subsidiaries; (kxiii) Contracts to make with any capital expenditures directors, officers, employees or capital additions or improvements; (l) Contracts relating to the storage or warehousing stockholders of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound Company, the Company Subsidiaries or subjectAffiliates of any of the Sellers; and (xiv) Contracts involving the acquisition of any business enterprise whether via stock or asset purchase, or otherwise.

Contracts. Except as (a) SECTION 2.18(a) OF THE DISCLOSURE SCHEDULE (with paragraph references corresponding to those set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xibelow) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, contains a true and complete summaries list of each of the material following Contracts or other arrangements (true and complete copies or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been delivered to, or made available to, Parent prior to the execution of which are set forth in Schedule 3.12this Agreement), to which the Seller Company is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired its Assets and Properties are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, anybound: (aA) covenant not all Contracts providing for a commitment of employment or consultation services for a specified or unspecified term or otherwise relating to compete employment or other covenant the termination of employment, the name, position and rate of compensation of each Person party to such a Contract and the expiration date of each such Contract; and (B) any written or material unwritten representations, commitments, promises, communications or courses of conduct (excluding any such Contracts referred to in clause (A)) involving an obligation of the Seller (i) limiting Company to make payments in any year, other than with respect to salary or restricting incentive compensation payments in the developmentordinary course of business, manufacture, marketing, distribution or sale of to any of the products of the Business or any future line extension of such products into other forms or employee; (ii) all Contracts with any Person containing any provision or covenant prohibiting or limiting or restricting the ability of the Seller from entering into Company to engage in any market business activity or line of business or competing compete with any Person in connection or prohibiting or limiting the ability of any Person to compete with the BusinessCompany; (biii) Contracts with any Affiliate of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any all partnership, joint venture, limited liability company, limited liability partnership Stockholders' or other similar entityContracts with any Person; (kiv) all Contracts relating to Indebtedness of the Company or to preferred stock issued by the Company; (v) all Contracts with distributors or resellers; (vi) all Contracts relating to (A) the future disposition or acquisition of any Assets and Properties, other than dispositions or acquisitions in the ordinary course of business consistent with past practice, and (B) any merger or other business combination; (vii) all Contracts between or among the Company, on the one hand, and any Stockholder or any Affiliate (other than the Company) or Associate of any Stockholder, on the other hand; (viii) all collective bargaining or similar labor Contracts; (ix) all Contracts that (A) limit or contain restrictions on the ability of the Company to declare or pay dividends on, to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts distribution in respect of or to issue or purchase, redeem or otherwise acquire its capital stock, to incur Indebtedness, to incur or suffer to exist any Indebtedness Lien, to purchase or sell any Assets and Properties, to change the lines of business in which it participates or engages or to engage in any Business Combination or (B) require the Company to maintain specified financial ratios or levels of net worth or other indicia of financial condition; and (x) all other Contracts (other than leases listed in SECTION 2.15 OF THE DISCLOSURE SCHEDULE and Governmental Authorizations listed in SECTION 2.19 OF THE DISCLOSURE SCHEDULE) that, pursuant to the terms of any Person; or (n) any other Contract such Contract, involve the payment or potential payment by or to which the Company of money or other monetary equivalents in excess of $10,000 in any one (1) year period, or $30,000 over the unexpired term of the Acquired Assets are bound or subjectContract.

Contracts. Except as set (a) Schedule 3.14 sets forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral following Contracts or oral Grain Contracts, true and complete summaries of the material terms of which are set forth in Schedule 3.12), the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any one or more of the Acquired Assets Companies are bound or subject or which are material to the conduct of the Business a party (collectively, the “Material Contracts”) including, without limitation, any: ): (a) covenant not to compete or other covenant of Contracts for the Seller (i) limiting or restricting the development, manufacture, marketing, distribution purchase or sale of goods or services in excess of one hundred fifty thousand dollars and no cents ($150,000.00), (b) real property leases, (c) Contracts with a noncompetition, nonsolicitation, “most favored nations” pricing or exclusivity provision or other provision that would prevent, restrict or limit in any way the carrying on of the products any Acquired Company’s business in any manner or in any geographic location, (d) Contracts granting a power of the Business attorney, agency or similar authority to another Person, (e) Contracts between or among any Acquired Company and Sellers or any future line extension Affiliate of such products into Sellers, (f) Contracts pursuant to which the Acquired Companies license (in-bound or out-bound) or use Intellectual Property, (g) Contracts relating to or consisting of a joint venture, partnership, limited liability company or that involve a sharing of profits or revenue with other forms Persons or that provides for the payment of referral fees or bounties, (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business; (bh) Contracts with any Affiliate of the Seller or any ManagerGovernmental Authority, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (di) Contracts with distributors or other sales representativeproviding for bonus, customers or suppliers; (e) managementincentive, employmentcommission, serviceseverance, consultingretention, severance change in control or other similar type of Contract payments to any employee, (other than j) Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (includingemployee, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts with an independent contractor or consultant or other similar arrangements related to make any capital expenditures or capital additions or improvements; the performance of services by non-employee and (l) all other Contracts relating that are material to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which any business operations of the Acquired Assets are bound Companies. (b) Correct and complete copies of all of the Material Contracts, as amended or subjectotherwise modified and in effect, have been delivered to Purchaser. A written summary setting forth all of the material terms and conditions of each oral Contract listed on Schedule 3.14 has been delivered to Purchaser. Each Material Contract is in full force and effect and is a valid and binding obligation of the Acquired Companies and, subject to obtaining any necessary consents disclosed on Schedule 3.4, will continue to be so enforceable and in full force and effect on identical terms following the consummation of the transaction contemplated by this Agreement. No Acquired Company or any other party to any Material Contract is in breach or violation of or default under or has repudiated any provision of any Material Contract. None of the parties to the Material Contracts has given written notice of its intent to cancel, terminate or otherwise materially alter its relationship with any Acquired Company in the future and, to the Knowledge of Sellers, none of such parties intends to do so. No Material Contract shall cease to be in full force and effect following the consummation of the transactions contemplated hereby.

Contracts. Except as set forth (a) Schedule 4.16(a) lists all of the written or oral agreements, contracts, leases, purchase and sales orders, commitments, arrangements, letters of understanding or undertakings to which the Company or the Asset Seller is now a party or by which any assets of the Company or the Asset Seller are now bound or are subject (collectively, “Contracts”) that fall into any of the following categories: (i) Contracts or group of related Contracts which involve commitments to make capital expenditures or which provide for the purchase of goods or services by the Company or the Asset Seller from any one Person or group of related Persons under which the annual value of such goods or services purchased thereunder has an aggregate purchase price in Schedule 1.01(a)(vexcess of Twenty Five Thousand Dollars ($25,000); (ii) Contracts or group of related Contracts which provide for the sale of goods or services by the Company or the Asset Seller to any one Person or group of related Persons under which the annual value of such goods or services sold thereunder has an aggregate sale price in excess of Twenty Five Thousand Dollars ($25,000); (iii) Contracts relating to Indebtedness or to the granting by the Company or the Asset Seller of a Lien on its assets, or any guaranty by the Company of any obligation in respect of borrowed money or otherwise; (iv) Contracts with dealers, distributors or sales representatives; (v) currently binding employment Contracts with any employee, officer, consultant or management advisor (other than offer letters offering employment on an at-will basis and containing no other employment terms); (vi) Contracts which limit the freedom of the Company or the Asset Seller to engage in any business or compete with any Person; (vii) Contracts pursuant to which the Company or the Asset Seller is a lessor or a lessee of any personal or real property (other than the Leases), Schedule 1.01(a)(xior holds or operates any tangible personal property owned by another Person, except for any such individual lease under which the aggregate annual rent or lease payments do not exceed Ten Thousand Dollars ($10,000); (viii) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain equity option Contracts, true and complete summaries of the material terms of which are set forth in Schedule 3.12)warrants, the Seller is not a party to or bound by any agreementconvertible securities, contract, lease, option, license, commitment, instrument or any other binding obligation agreements for the purchase or arrangement (oral or written) by or to which any issuance of equity of the Acquired Assets are bound Company or subject the Asset Seller; (ix) Contracts restricting the transfer of equity of the Company or which are material the Asset Seller, obligating the Company or the Asset Seller to issue or repurchase its equity, or relating to the conduct equity or the election of directors of the Business Company or the Asset Seller; (x) each partnership or joint venture Contract; (xi) each Contract not included in subsection (e) providing for severance, retention, change in control or other similar payments; (xii) each Contract with a Seller or any Affiliate of a Seller or any current or former officer, director, stockholder or Affiliate of the Company or the Asset Seller; (xiii) Contracts under which either the Company or the Asset Seller has made advances or loans to any other Person; (xiv) each Contract containing a “most-favored nation” pricing agreement, special warranties, rebate arrangements, ▇▇▇▇-down arrangements, penalty provisions related to nonperformance of service requirements, agreements to take back or exchange goods, consignment arrangements or similar understandings with a customer or supplier of the Company or the Asset Seller; (xv) Contracts by and between the Company or the Asset Seller and a Governmental Authority; and (xvi) any other Contract that requires the Company or the Asset Seller to make payments in excess of Twenty-Five Thousand Dollars ($25,000) and is not terminable by the Company or the Asset Seller without penalty upon less than ninety (90) days’ prior written notice. (b) Complete copies of each Contract required to be identified on Schedule 4.16(a), including amendments, waivers, or other changes thereto (collectively, the “Material Contracts”), have been provided to Buyer. In the case of each oral Material Contract, Schedule 4.16(a) includingalso includes a brief description of such oral Contract. Each Material Contract is legally valid and binding on and enforceable by the Company or the Asset Seller, and, To Sellers’ Knowledge, the other party thereto, in each case without limitationbreaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder. Except as set forth on Schedule 4.16(b), any: (a) covenant not to compete or other covenant each of the Company nor the Asset Seller has performed all obligations required to be performed by it pursuant to each Material Contract, and neither the Company nor the Asset Seller is in breach or default thereunder (i) limiting and, To Sellers’ Knowledge, no event has occurred that, with the giving of notice, lapse of time, or restricting the developmentboth, manufacturewould constitute a breach or default), marketingand, distribution To Sellers’ Knowledge, no other party to any Material Contract is in breach or sale of any default thereunder. Each of the products Material Contracts will remain in full force and effect immediately upon the consummation of the Business or transactions contemplated by this Agreement. Except as set forth on Schedule 4.16(b), neither the Company nor the Asset Seller has received any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business; (b) Contracts with any Affiliate of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness notice of any Person; or (n) ’s intent to terminate or materially amend any other Material Contract. Neither the Company nor the Asset Seller has amended, canceled, terminated, relinquished, waived or released any Material Contract by or right thereunder, except in the ordinary course of business and which, in the aggregate, would not be material to which any of the Acquired Assets are bound Company or subjectthe Asset Seller.

Contracts. Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xiSection 4.15(a) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries of the material terms Disclosure Schedule lists each of the following Contracts to which are set forth in Schedule 3.12), the Seller Company is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any as of the Acquired Assets are bound or subject or which are material to the conduct date of the Business (collectively, the “Contracts”) including, without limitation, anythis Agreement: (a) covenant not to compete or other covenant of the Seller (i) limiting any Contract (or restricting group of related Contracts) for the development, manufacture, marketing, distribution or sale of any services to a Key Customer which will extend over a period of more than one (1) year from the products date of the Business or any future line extension this Agreement and requires payments in excess of such products into other forms or $100,000 annually; (ii) limiting any Contract (or restricting group of related Contracts) for the ability purchase of products or services from a Key Supplier which will requires payments in excess of $100,000 annually; (iii) any Contract with respect to the incurrence of any Indebtedness by the Company (other than intercompany Indebtedness or endorsements for the purpose of collection), in each case having an outstanding principal amount in excess of $100,000; (iv) any Contract with respect to any capital lease, lease or other agreement pursuant to which the Company is a lessor or a lessee of any personal property, or holds or operates any tangible personal property owned by another Person, except for any leases of personal property under which the aggregate annual rent or lease payments do not exceed $100,000; (v) any IP Contract; (vi) any Contract pursuant to which the Company has imposed an Encumbrance, other than a Permitted Encumbrance, on any material Asset of the Seller from entering into Company; (vii) any market Contract which expressly imposes a restriction on (A) the geographies or line businesses in which the Company is entitled to operate its Business, or (B) the solicitation of business employment of or competing with hiring any individual by the Company; (viii) any Contract expressly (A) providing for the Company to be the exclusive provider of any product or service to any Person or the exclusive recipient of any product or service of any Person or (B) containing a provision of the type commonly referred to as “most favored nation” provision for the benefit of a Person other than the Company or (C) that has “take-or-pay,” minimum order or purchase or similar commitments, in each case in excess of $100,000 per year; (ix) any Contract under which the Company is, or may become, obligated to incur any severance pay in excess of $100,000 that would become payable by reason of the Contemplated Transactions; (x) any Contract providing for employment, independent contractor or consulting services of any Person on a full-time, part-time, consulting or other basis, (A) the performance of which mandates payment of Compensation in excess of $100,000 annually, (B) providing for the payment of any compensation or benefits upon or in connection with the Business;consummation of the transactions contemplated by this Agreement, and (C) providing for severance, termination or notice payments or benefits (excluding payments and benefits mandated by applicable Law) upon a termination of the applicable Person’s employment or service with the Company; and (bxi) any Contract or group of related Contracts with any Affiliate of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale customers or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (isuppliers) the purchase or lease performance of which mandates payment of consideration in excess of $150,000 annually, other than (A) any real or personal property or (ii) the sale or lease Contract that is terminable by the Seller Company at will without material Liability and on less than sixty (60) days’ notice and (B) purchase orders received in the Ordinary Course of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound or subject.

Contracts. Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case Neither YouChange nor any subsidiary of oral Contracts or oral Grain Contracts, true and complete summaries of the material terms of which are set forth in Schedule 3.12), the Seller YouChange is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, any: (a) covenant not to compete or other covenant of the Seller (i) limiting any plan or restricting the developmentcontract providing for bonuses, manufacturepensions, marketingoptions, distribution stock purchases, deferred compensation, retirement payments, or sale profit sharing (other than profit sharing or bonus arrangements with officers and key personnel of any of the products of the Business or any future line extension of such products into other forms or subsidiaries); (ii) limiting any collective bargaining or restricting the ability of the Seller from entering into any market other contract or line of business or competing agreement with any Person in connection with the Business; labor union; (biii) Contracts with any Affiliate of the Seller or any Managerlease, officerinstallment purchase agreement, or employee of other contract with respect to any real or personal property used or proposed to be used in its operations, except, in each case, items included within aggregate amounts disclosed in the Seller YouChange Base Balance Sheet, (excluding the Buyer); iv) any employment agreement or other similar arrangement not terminable upon 90 days or less notice without penalty to it; (cv) continuing Contract any contract or agreement for the future purchase of any commodity, material, fixed asset, or price equipment in excess of commodities$5,000; (vi) any contract or agreement creating an obligation of $5,000 or more; (vii) any contract or agreement that by its terms does not terminate or is not terminable without penalty to it within one year after the date hereof; (viii) any loan agreement, raw materialsindenture, supplies or equipment; (d) Contracts with distributors or other promissory note, conditional sales representativeagreement, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract arrangement; (ix) any material license agreement; or (x) any contract that may result in a material loss or obligation to it. All contracts, agreements, and other than Contracts arrangements to which YouChange or any subsidiary of YouChange is a party are valid and enforceable in accordance with their terms; YouChange, its subsidiaries, and all other parties to each of the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrumentforegoing have performed, in all material respects, all obligations required to be performed to date; neither YouChange, nor any casesubsidiary of YouChange, granting an Encumbrance upon nor any such other party is in default or in arrears under the terms of any of the Acquired Assets; (g) collective bargaining agreement foregoing; and no condition exists or other Contract event has occurred that, with any labor union the giving of notice or association representing employees; (h) Contracts for (i) the purchase lapse of time or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (includingboth, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which would constitute a default under any of the Acquired Assets are bound or subjectthem.

Contracts. Except as set forth in Schedule 1.01(a)(v)3.17 hereto contains a complete and accurate list of all Contracts of the types described below to which any Seller is currently a party or otherwise bound (“Material Contracts”): (a) Contracts with any customer or supplier, Schedule 1.01(a)(xiall engineering service contracts, and contracts with any agent, advertiser, consultant, advisor, sales representative, distributor, sales agent or dealer involving an exchange of consideration with an aggregate value greater than $10,500; (b) and Schedule 3.12 covenants not to compete; (orc) Contracts with any Governmental Entity; (d) agreements, in the case of oral Contracts or oral Grain Contractsother instruments under which Sellers has borrowed any money from, true and complete summaries or issued any note, bond, debenture or other evidence of the material terms of which are set forth in Schedule 3.12)indebtedness to, the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument Person or any other binding obligation note, bond, debenture or arrangement other evidence of indebtedness issued to any Person; (oral e) Contracts under which (i) any Person has directly or writtenindirectly guaranteed indebtedness, liabilities or obligations of any Seller, or (ii) by any Seller has directly or to which indirectly guaranteed indebtedness, liabilities or obligations of any Person; (f) pledges, security agreements, financing statements or other documents granting a Lien on any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, any: (a) covenant not to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business; (b) Contracts with any Affiliate of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the BuyerPermitted Liens); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement Contracts under which any Seller has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other Contract with investment in, any labor union or association representing employeesPerson; (h) Contracts for (i) the purchase under which any Seller is lessee of, or lease of holds or operates, any real machinery, equipment, vehicle or other tangible personal property or (ii) owned by a third party and used in the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property)Business; (i) Contracts regarding the Releaseor other arrangements with any current or former officer, transportation or disposal of Hazardous Materialsmanager, employee, or stockholder, or with any relative, beneficiary, or spouse of the clean-upforegoing Persons, abatement or other action relating to Hazardous Materials with any Affiliate of any Seller, or Environmental Lawsany of its respective Affiliates (each, a “Related Party”); (j) Contracts establishing each joint venture or creating partnership arrangement or agreement, however named, involving a sharing of profits, losses, costs or liabilities by any partnership, joint venture, limited liability company, limited liability partnership Seller and any Person or similar entity; (k) Contracts to make any capital expenditures other Contract, whether or capital additions or improvements; (l) Contracts relating not made in the ordinary course of business, which is material to the storage Business or warehousing the termination of which has had or may have a Seller Material Adverse Effect. No Seller or any other party is (with or without the lapse of time or the giving of notice or both) in default in any respect under any Material Contract. The Sellers have made available to Buyer true and complete copies of all Material Contracts. Each Material Contract is in full force and effect and constitutes a legal, valid and binding obligation of the applicable Seller, and the other parties thereto, enforceable in accordance with its terms except as may be limited by bankruptcy or other laws affecting creditors’ rights and by equitable principles. No Seller has received any notice (written or oral) of the intention of any Inventory party to terminate or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of fail to renew any Indebtedness of any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound or subjectMaterial Contract.

Contracts. Except as set forth in (a) Schedule 1.01(a)(v), Schedule 1.01(a)(xi3.11(a) contains a complete and Schedule 3.12 (or, accurate list of all Third Party Contracts primarily related to or primarily used in the case of oral Contracts or oral Grain Contracts, true and complete summaries operation of the material terms of which are set forth in Schedule 3.12), the Seller is not a party µWave Business: (i) that involves or could reasonably be expected to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) involve payments by or to which any Seller or a Subsidiary either of more than $100,000 per year or more than $250,000 in the Acquired Assets are bound or subject or which are material to aggregate over the conduct of the Business (collectively, the “Contracts”) including, without limitation, any:full term thereof; (a) covenant not to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) with any one of the top ten (10) largest direct customers or original equipment manufacturers of µWave Products, as measured by sales during the twelve (12) month period ending as of March 31, 2016, including purchase agreements, maintenance and service agreements and warranty agreements; (iii) with any one of the top ten (10) largest suppliers of any raw material or components incorporated into µWave Products, as measured by cost during the twelve (12) month period ending as of March 31, 2016; (iv) that contains any provision or covenant prohibiting or limiting or restricting the ability of Seller or a Subsidiary to (A) engage in any activity relating to or involving the Seller from entering into µWave Business (including geographical restrictions, restrictions on the making of any market sales to any Person in any manner, restrictions on the use or ability to enforce any Assigned Intellectual Property, or restrictions on hiring or soliciting any Person in any manner), (B) to compete in any line of business business, directly or competing indirectly, with any Person in connection with as to the µWave Business; (bv) Contracts with any Affiliate of the pursuant to which Seller or any Manager, officerof its Subsidiaries is bound to, or employee has committed to provide or license any product or service to any third party (including any reseller or distributor of the Seller products) on an exclusive basis or to acquire or license any product or service on an exclusive basis from a third party (excluding customization of products or services for or by a party in the ordinary course of business); (vi) that provides for “most favored nation” terms, including such terms for pricing, or that include any right of first refusal, first notice, or first negotiation; (vii) that creates or obligates Seller or a Subsidiary to participate in any joint venture or similar arrangement with respect to or affecting the µWave Business or the Purchased Assets; (viii) that contains maintenance, warranty, support or similar obligations, other than as set forth on the standard terms and conditions of sale included in Schedule 3.15; (ix) for any distributor, original equipment manufacturer, reseller, value added reseller, sales, agency or manufacturer’s representative; (x) (A) that provides for the disclosure, delivery, license, release, or escrow of source code and (B) providing for the development of any Assigned Intellectual Property, independently or jointly, by or for Seller or any of its Subsidiaries (other than Contracts entered into in the ordinary course of business with employees, consultants and independent contractors of Seller’s standard form agreement provided to Buyer); (cxi) that is a continuing Contract with a commitment for the future purchase by Seller or price its Subsidiaries of commodities, raw materials, supplies supplies, equipment or equipmentservices in excess of $100,000 per year or more than $250,000 in the aggregate over the full term thereof; (dxii) Contracts with distributors that is an advertising agreement or other sales representativearrangement, customers in any such case that involves or supplierscould reasonably be expected to involve payments by Seller or any of its Subsidiaries of more than $50,000 per year; (exiii) managementthat is with a Governmental Body; (xiv) that includes (A) any sale, employmentassignment, servicehypothecation, consultingtransfer, severance license, option, immunity, authorization, or other similar type grant of Contract rights under or with respect to, or covenant not to bring claims for infringement, misappropriation, or other violation of, any Intellectual Property or Information, or (B) any use limitation with respect to any Intellectual Property or Information (other than Contracts with the any non-disclosure agreements in Seller’s standard form, provided that a copy of such standard form has been made available to Buyer); (fxv) mortgage, pledge, security that obligates Seller or any of its Subsidiaries to purchase or otherwise obtain any product or service exclusively from a single party or sell any product or service exclusively to a single party; and (xvi) that constitutes any other agreement, deed commitment, arrangement or plan not made in the ordinary course of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; business (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for clauses (i) the purchase or lease of any real or personal property or through (iixiv) the sale or lease by the Seller of any real or personal property (including, without limitationcollectively, the Real Property“Material Contracts”);. (ib) Contracts regarding Each material Transferred Contract and each Material Contract is valid, binding and enforceable against Seller or the Releaseapplicable Subsidiary and, transportation to Seller’s knowledge, the other parties thereto in accordance with its terms and is in full force and effect. Neither Seller nor any Subsidiary is in default under or disposal in breach of Hazardous Materialsor is otherwise delinquent in performance under any material Transferred Contract or Material Contract (and neither Seller nor any Subsidiary has received any notice alleging any such default, breach or delinquency). To Seller’s knowledge, each of the other parties thereto has performed all obligations required to be performed by it under, and is not in default under, any material Transferred Contract or Material Contract and no event has occurred that, with notice or lapse of time, or both, would constitute such a default, except for breaches, failures of performance or defaults that, individually or in the clean-upaggregate, abatement or other action relating could not reasonably be expected to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating be material to the storage or warehousing of any Inventory or products of the Business, µWave Business or the charter Purchased Assets. Seller or purchase a Subsidiary has made available to Buyer true and complete copies of transportation or shipping services; (m) guarantees or other all material Transferred Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound or subjectand Material Contracts.

Contracts. Except (a) Schedule 3.10(a) contains a complete and accurate list, as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries of the material terms of which are set forth in Schedule 3.12)date hereof, the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business Transferred Contracts (other than purchase orders, pricing acknowledgements, confirmations and similar documents) (collectively, the “Material Contracts”). Schedule 3.10(a) including, without limitation, any: (a) covenant not to compete or other covenant identifies any Material Contracts that fall under any of the Seller following categories of Contracts that, in each case, relate to the Target Business: (i) limiting that involve or restricting could reasonably be expected to involve payments by or to Seller or a Subsidiary of either more than $250,000 per year or more than $500,000 in the development, manufacture, marketing, distribution or sale of any of aggregate over the products of the Business or any future line extension of such products into other forms or full term thereof; (ii) with any one of the Top Customers; (iii) with any one of the Top Suppliers; (iv) that contain any provision or covenant prohibiting or limiting or restricting the ability of the Seller from entering into or a Subsidiary to (A) engage in any market or activity (including geographical restrictions), (B) to compete in any line of business business, directly or competing indirectly, with any Person in connection with the Business; Person; -37- (bv) Contracts with any Affiliate of the pursuant to which Seller or any Manager, officerof its Subsidiaries is bound to, or employee has committed to provide or license any Business Product, or Purchased Asset to any Third Party including any reseller or distributor of products (including the Seller (excluding the Buyer); (cTop Distributors) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts for sales of Business Products in the ordinary course of business pursuant to Seller’s standard terms and conditions that have been provided to Buyer or to acquire or license any product, Intellectual Property or service from a Third Party; (vi) that provide for “most favored nation” terms, including such terms for pricing; (vii) that create or obligate Seller or a Subsidiary to participate in any joint venture or similar arrangement; (viii) that contain maintenance, warranty, support or similar obligations, other than as set forth on the standard terms and conditions of sale included in Schedule 3.15(a); (ix) for any distributor, original equipment manufacturer, reseller, value added reseller, sales, agency or manufacturer’s representative relationships that is material to the Target Business or the Purchased Assets, including any with respect to the Buyer); Business Products; (fx) mortgagethat provide for Intellectual Property that is exclusively related to or exclusively used in the operation or conduct of the Target Business and is licensed from a Third Party to Seller or any of its Subsidiaries; (xi) providing for the development of any Business Intellectual Property, pledgeindependently or jointly, security by or for Seller or any of its Affiliates; (xii) under which any Business Intellectual Property is licensed, assigned, or transferred by Seller or any of its Affiliates to a Third Party; (xiii) that is with any Governmental Body, university, or research organization; (xiv) that is a Contract obligating Seller or any of its Subsidiaries to purchase or otherwise obtain any product or service exclusively from a single party or sell any product or service exclusively to a single party; (xv) that involve, include or otherwise require Seller or any of its Subsidiaries to share profits or pay milestones, royalties or any other contingent payments with or to one or more other Persons; and (xvi) that constitute any other agreement, deed of trustcommitment, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materialsarrangement, or plan not made in the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating ordinary course of business that is otherwise material to the storage or warehousing of any Inventory or products of the Target Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound or subject.

Contracts. Except as (a) Section 2.18(a) of the Disclosure Schedule --------- ------------------------------------------ (with paragraph references corresponding to those set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xibelow) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, contains a true and complete summaries list of each of the following Contracts or other arrangements (true and complete copies or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been delivered to Purchaser prior to the execution of this Agreement), to which the Company or any Subsidiary is a party or by which any of their respective Assets and Properties is bound: (A) all material Contracts (excluding Benefit Plans) providing for a commitment of employment or consultation services for a specified or unspecified term, the name, position and rate of compensation of each Person party to such a Contract and the expiration date of each such Contract; and (B) any written or unwritten representations, commitments, promises, communications or courses of conduct (excluding Benefit Plans embodied in a Contract) involving an obligation of the Company or any Subsidiary to make payments in any year, other than with respect to salary or incentive compensation payments in the ordinary course of business, to any employee exceeding $50,000 or to any group of employees exceeding $100,000 in the aggregate; (ii) all Contracts with any Person containing any provision or covenant prohibiting or limiting the ability of the Company or any Subsidiary to engage in any business activity or compete with any Person or prohibiting or limiting the ability of any Person to compete with the Company or any Subsidiary; (iii) all partnership, joint venture, shareholders' or other similar Contracts with any Person; (iv) all Contracts relating to Indebtedness of the Company or any Subsidiary in excess of $25,000 or to preferred stock issued by the Company or any Subsidiary (other than Indebtedness owing to or preferred stock owned by the Company or any wholly owned Subsidiary); (v) all material Contracts with distributors, dealers, manufacturer's representatives, sales agencies or franchisees; (vi) all Contracts relating to (A) the future disposition or acquisition of any Assets and Properties, other than dispositions or acquisitions in the ordinary course of business consistent with past practice, and (B) any Business Combination; (vii) all material Contracts between or among the Company or any Subsidiary, on the one hand, and any of the Sellers, any Affiliate or Associate of any of the Sellers or any Associate of any such Affiliate (other than the Company or any Subsidiary), on the other hand; (viii) all collective bargaining or similar labor Contracts; (ix) all Contracts that (A) limit or contain restrictions on the ability of the Company or any Subsidiary to declare or pay dividends on, to make any other distribution in respect of or to issue or purchase, redeem or otherwise acquire its capital stock, to incur Indebtedness, to incur or suffer to exist any Lien, to purchase or sell any Assets and Properties, to change the lines of business in which it participates or engages or to engage in any Business Combination or (B) require the Company or any Subsidiary to maintain specified financial ratios or levels of net worth or other indicia of financial condition; and (x) all other Contracts that (A) involve the payment or potential payment, pursuant to the terms of which are set forth any such Contract, by or to the Company or any Subsidiary of more than $50,000 and (B) cannot be terminated within thirty (30) calendar days after giving notice of termination without resulting in any material cost or penalty to the Company or any Subsidiary. (b) Each Contract required to be disclosed in Section 2.18(a) of the ---------------------- Disclosure Schedule 3.12is in full force and effect and constitutes a legal, valid ------------------- and binding agreement, enforceable in accordance with its terms, of each party thereto; and except as disclosed in Section 2.18(b) of the Disclosure Schedule ------------------------------------------ neither the Company, any Subsidiary nor, to the knowledge of the Sellers, any other party to such Contract is, or has received notice that it is, in violation or breach of or default under any such Contract (or with notice or lapse of time or both, would be in violation or breach of or default under any such Contract). (c) Except as disclosed in Section 2.18(c) of the Disclosure --------------------------------- Schedule, neither the Seller Company nor any Subsidiary is not a party to or bound by any agreement-------- Contract that has resulted or could reasonably be expected to result, contract, lease, option, license, commitment, instrument individually or in the aggregate with any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “such Contracts”) including, without limitation, any: (a) covenant not to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business; (b) Contracts with any Affiliate of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound or subjecta Material Adverse Effect.

Contracts. Except (a) Schedule 5.15(a)(1) of the Sellers’ Disclosure Schedule sets forth a true and complete list of each Contract to which the Company is a party or which binds or affects its properties or assets, to the extent such Contract falls within any of the following categories: (i) any Contract that restricts or forecloses the Company’s ability to research, develop or market any product for any indication in any product market, therapeutic area or geographic area (other than field of use restrictions contained in in-license agreements); (ii) any Contract providing for annual payments or receipts in excess of Twenty-Five Thousand Dollars ($25,000); (iii) any Contract pursuant to which the Company grants any most favored customer pricing provisions, right of first refusal or right of first offer or similar right, or that limits or purports to limit the ability of the Company to own, operate, sell, transfer, pledge or otherwise dispose of any assets or businesses that are individually or in the aggregate material to the Company; (iv) any Contract relating to the Products, materials transfer agreements and support and research agreements entered into in the ordinary course of business; (v) any Contract that provides for the manufacturing of the Products; (vi) any Contract relating to indebtedness for borrowed money or any financial guaranty in excess of Twenty-Five Thousand Dollars ($25,000); (vii) any Contract that contains any non-compete or exclusivity provision or limits, curtails or restricts, or purports to limit, curtail or restrict, the ability of the Company (A) to compete in any line of business, in any therapeutic area, in any geographic area or with any Person, or (B) to sell to or to purchase from any other Person; (vii) any Contract obligating the Company to file a registration statement under the Securities Act, which filing has not yet been made; (viii) any Contract involving research, development or the exclusive or non-exclusive license of Intellectual Property (excluding (A) transfer of material, clinical trial or similar agreements entered into in the ordinary course of business, consistent in all material respects with past practice, (B) agreements with scientific advisors, and (C) any confidentiality agreement entered into using the Company’s standard form of confidentiality agreement, if any, which form has previously been provided to Purchaser); (ix) any Contract providing for the payment or receipt by the Company of milestone payments or royalties; (x) any Contract including or involving a loan to a director or officer; (xi) any Contract relating to any equity interests of the Company, including any option arrangement, put or call, guarantee of profits, proxy or joint venture, voting, stockholder, partnership, limited liability company or other operating agreement or similar Contracts; (xii) any Contract that by its terms limits the payment of dividends or other distributions by the Company; (xiii) any Contract that contains material “earn-out” provisions, or provides for any material guaranty, performance, bid, completion bond, surety or indemnification provisions or other material contingent payment obligations (excluding any indemnification agreement or similar Contract entered into in the Company’s ordinary course of business); (xiv) all Contracts pursuant to which any Person has been granted any license under, or otherwise has received or acquired any right (whether or not currently exercisable) or interest in, the Company Intellectual Property; (xv) any Contract that includes continuing obligations, rights or interests relating to the research, development, clinical trial, distribution, supply, manufacturing, marketing or co-promotion of, or collaboration with respect to, any product or product candidate for which the Company is currently engaged in research or development, including (A) manufacture or supply services or Contracts with contract research organizations for clinical trials-related services and (B) customary material transfer Contracts for pre-clinical products or clinical products of the Company with commercial, pharmaceutical or biotechnology companies; or (xvi) any other agreement which would prohibit or materially delay the consummation of the transactions contemplated by this Agreement. Each Contract set forth in Schedule 5.15(a)(2) of Sellers’ Disclosure Schedule is hereinafter referred to as a “Company Material Contract”. True and complete copies of each Company Material Contract have been provided to Purchaser by the Company. (b) Each Company Material Contract is believed by Sellers to be a valid, binding and enforceable obligation of the Company and, to the Knowledge of the Sellers, of the other party or parties thereto, in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting creditors’ rights generally or by general equity principles. Each Company Material Contract is in full force and effect and, upon consummation of the Transactions, shall continue to be in full force and effect without material penalty, acceleration, termination, repurchase right, amendment, payment, cancellation or loss of any benefit to which the Company is entitled. The Company is in compliance with each extant Company Material Contract and has not received any written notice that it has failed to perform any obligations required to be performed by it under any Company Material Contract. To the Knowledge of the Sellers, neither they nor any of their members have received notice of any violation or default under (nor does there exist any condition which upon the passage of time, the giving of notice or failure to cure or all would cause such a violation of or default under) any Company Material Contract or any other Contract to which it is a party or by which it or any of its properties or assets is bound or affected. The Company has not received any notice from any other party to any Company Material Contract, or otherwise has any knowledge, that such party intends to terminate, or not renew, any such Company Material Contract. (c) The Company is not party to any (i) interest rate, equity or other swap or derivative instrument, or (ii) standstill agreement (or agreement containing a standstill provision), other than the Letter of Intent with Purchaser, dated February 12, 2014 (the “Letter of Intent”), which is being superseded hereby as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries of the material terms of which are set forth in Schedule 3.12), the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, any: (a) covenant not to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business; (b) Contracts with any Affiliate of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment;Section 9.3 below. (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any None of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease contracts entered into by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the cleanCompany contains a non-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound or subjectcompetition provision.

Contracts. Except as set forth in Schedule 1.01(a)(v)Interactive and the Subsidiary are not parties to, Schedule 1.01(a)(xi) and Schedule 3.12 (ornor is Interactive, in the case Subsidiary, or any of oral Contracts their assets or properties bound by, or subject to, any contracts, agreements, notes, instruments, franchises, leases, licenses, commitments, arrangements or understandings, written or oral Grain Contracts, true and complete summaries of the material terms of which are set forth in Schedule 3.12), the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, "Contracts") of the “following types, except for those (the "Scheduled Contracts”") including, without limitation, anylisted in Part 2.8 of Schedule II hereto: (a) covenant not any Contracts pursuant to compete which Interactive or other covenant the Subsidiary, or another party thereto, is obligated to pay in excess of the Seller fifty thousand dollars (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business$50,000); (b) any Contracts with pursuant to which Interactive or the Subsidiary acquired the right to use any Affiliate Intellectual Property (as defined in Section 2.9 below) or information that is material to or necessary in the business of Interactive or the Seller or any Manager, officerSubsidiary, or employee of pursuant to which Interactive or the Seller (excluding Subsidiary has granted to others the Buyer)right to use, or which otherwise relates to, its Intellectual Property; (c) continuing Contract for any Contracts (other than advances of expenses to employees in the future purchase ordinary course of business) involving loans, loan agreements, debt securities, mortgages, deeds of trust, security agreements, suretyships or price of commodities, raw materials, supplies or equipmentguarantees; (d) any Contracts with distributors between Interactive, on the one hand, and any of its officers, directors, employees or other sales representativeany Persons that beneficially own in excess of 10.0% of the outstanding equity interest (each a "Principal Owner") of Interactive, customers or suppliersany Affiliate or relative, or Affiliate of a relative, of any of the foregoing, on the other; ("Affiliate" of a person means a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first mentioned person, and "control" means the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the management policies of a person, whether through the ownership of stock, as trustee or executor, by contract or credit arrangement or otherwise); (e) managementany deferred compensation agreements, employmentbonus, servicepension, consultingprofit sharing, stock option and incentive plans or arrangements, hospitalization, medical and insurance plans, agreements and policies, retirement and severance plans and other employee compensation policies and agreements affecting employees of Interactive or other similar type of Contract (other than Contracts with the Buyer)Subsidiary; (f) mortgage, pledge, security agreement, deed any Contracts with any labor union affecting employees of trust, loan agreement, credit agreement, indenture, conditional sale Interactive or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired AssetsSubsidiary; (g) collective bargaining agreement all partnership, joint venture, shareholders' or other Contract similar Contracts with any labor union or association representing employeesPerson; (h) all Contracts for (i) that limit or contain restrictions on the purchase ability of Interactive or lease the Subsidiary to declare or pay dividends, to make distributions in respect of or to issue or purchase, redeem or otherwise acquire any real of its capital stock or personal property require the Company or (ii) the sale any Subsidiary to maintain specified financial ratios or lease by the Seller levels of any real net worth or personal property (including, without limitation, the Real Property)other indicia of financial condition; (i) any Contracts regarding the Release, transportation or disposal of Hazardous Materials, which restrict Interactive or the clean-up, abatement Subsidiary from freely engaging in business or other action relating to Hazardous Materials or Environmental Laws;competing anywhere; and (j) any Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating which otherwise are material to the storage Condition of Interactive or warehousing the Subsidiary. True and correct copies of any Inventory or products all Scheduled Contracts have been made available to ▇▇▇▇▇ and Advercomm. All of the BusinessScheduled Contracts are in full force and effect and constitute legal, valid and binding obligations of Interactive and the Subsidiary and, to the best knowledge of Interactive and the Subsidiary, the other parties thereto; to the best of Interactive's and the Subsidiary's knowledge, no circumstances exist which would give rise to an Action (as defined in Section 2.13) against or by Interactive or the charter Subsidiary in connection with any Scheduled Contract or purchase any default thereunder; and the validity, effectiveness and continuation of transportation all Scheduled Contracts will not be adversely affected by the transactions contemplated by this Agreement or shipping services; (m) guarantees or other Contracts in respect of require any Indebtedness of any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound or subjectthird party consents.

Contracts. Except as set (a) Section 3.12 of the Disclosure Schedule sets forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true a correct and complete summaries list of all of the material terms of following Contracts to which are set forth in Schedule 3.12), the Seller Target is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument which Target or any other binding obligation its assets or arrangement (oral or written) by or to which any of the Acquired Assets properties are bound or subject or which are material to the conduct of the Business (collectively, the “Material Contracts”) including, without limitation, any:): (a) covenant not to compete or other covenant of the Seller (i) limiting Contracts with any current or restricting former owner, officer, director, member, representative or Affiliate of Target or any Company Personnel; (ii) Contracts related to the development, manufacture, marketing, distribution sale or sale disposition of any of the products assets of Target other than in the Business Ordinary Course of Business; (iii) Contracts containing change of control or similar provisions or providing for severance, notice of termination, termination pay, retention, change in control or other similar payments; (iv) Contracts for joint ventures, strategic alliances, partnerships, licensing arrangements, or sharing of profits or proprietary information; (v) Contracts containing covenants of Target not to compete in any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in any geographical area or not to solicit or hire any person with respect to employment; (vi) Contracts containing any most-favored nations undertakings, rights of first refusal, price protection mechanisms or any other similar provisions restricting the business of Target; (vii) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by Target of any operating business or material assets or the equity of any other Person; (viii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of Target, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the Business; (b) Contracts with any Affiliate acquisition of the Seller or any Managerproperty, officermortgages, pledge agreements, security agreements, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assetsagreements; (gix) collective bargaining agreement Contracts obligating Target to purchase, sell or provide a stated portion of its requirements or outputs; (x) Contracts for the employment of any individual on a full-time, part-time or consulting or other Contract basis; (xi) Contracts with independent contractors or consultants (or similar arrangements) that are not cancelable without penalty or further payment and without more than 30 days’ notice; (xii) Contracts providing for indemnification, direct or indirect, by Target; (xiii) Contracts that require performance by any party more than six (6) months from the date hereof and that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (xiv) Contracts or plans regarding rights to or the issuance of equity of Target or any other profit sharing plan, including any stock option plan, stock appreciation rights plan, phantom stock plan or stock purchase plan; (xv) the Lease Agreements; (xvi) Contracts with any Governmental Entity; (xvii) Contracts related to the compromise or settlement of any litigation or arbitration or other proceeding; (xviii) Contracts with any labor union or association representing employeesany collective bargaining agreement; (hxix) Contracts for involving any outstanding powers of attorney executed by or on behalf of Target; (xx) any other Contracts that involve $5,000 individually or $20,000 in the aggregate or more and are not cancelable without penalty within thirty (30) days; (xxi) any other Contracts that involve (i) the minimum purchase or lease of any real or personal property commitments by Target, or (ii) the sale ongoing service or lease by the Seller of any real support obligations and is not cancelable without penalty or personal property refund within thirty (including, without limitation, the Real Property);30) days; and (ixxii) any Contracts regarding the Releasethat include any type of exclusive dealing arrangement. (b) Target has not materially breached, transportation violated or disposal of Hazardous Materialsdefaulted under, or the clean-upreceived notice that it has materially breached, abatement violated or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnershipdefaulted under, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound terms or subjectconditions of any Material Contract, nor is Target aware of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. To the Knowledge of Target, no other party to any Material Contract is in material default thereunder. Each Material Contract is in full force and effect. The consummation of the Transactions will neither violate nor result in the breach, modification, cancellation, termination or suspension of any Material Contract. The consummation of the Transactions will not require the consent of any party to such Material Contracts. Following the Closing, Purchaser and Target will all be permitted to exercise all of Target’s rights under the Material Contracts to the same extent Target would have been able to had the Transactions not occurred and without being required to pay any additional amounts or consideration other than fees, royalties or payments which Target would otherwise be required to pay had such Transactions not occurred. (c) Other than as set forth on Schedule 3.13(c), Target has not terminated any Contracts during the immediately preceding twelve (12) month period.

Contracts. Except as Set forth in SCHEDULE 5.22 is a description of each Contract to which ▇▇▇▇▇▇▇ ▇▇▇▇▇ is a party or bound thereby, other than those contracts set forth in another Schedule 1.01(a)(vto this Agreement, (i) which involves aggregate payments or expenditures by ▇▇▇▇▇▇▇ ▇▇▇▇▇ of in excess of $25,000, but excluding Sale and Purchase Contracts, Personal Property Leases, Real Property Leases and Licenses; (ii) which cannot be terminated by ▇▇▇▇▇▇▇ ▇▇▇▇▇ at any time on 30 days' written notice or less without liability to ▇▇▇▇▇▇▇ ▇▇▇▇▇; (iii) for the purchase, sale, lease (as lessee or lessor), Schedule 1.01(a)(xi) and Schedule 3.12 or mortgage (oras mortgagee or mortgagor), of any Purchased Assets, except with respect to sales of Inventory made in the case ordinary course of oral Contracts business; (iv) with any Related Party; (v) which limits or oral Grain Contracts, true and complete summaries of the material terms of restrains ▇▇▇▇▇▇▇ ▇▇▇▇▇ from engaging or competing in any business or with any person or entity; (vi) which are set forth in Schedule 3.12), the Seller is not a party to or bound by involves any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material relating to the conduct borrowing or loaning of the Business (collectivelymoney, the “Contracts”) including, without limitation, any: letters of credit, warranties, guarantees, indemnification and surety agreements; (avii) covenant which is not to compete or other covenant made in the ordinary course of the Seller Business; (iviii) limiting or restricting for the developmentpurchase of property which, manufactureif acquired as of the Closing Date, marketingwould be a Purchased Asset and, distribution or contracts for the sale of any of property which, if consummated prior to the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business; (b) Contracts with any Affiliate of the Seller or any ManagerClosing Date, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract would be a Purchased Asset (other than Contracts with Inventory sold in the Buyerordinary course); ; (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (iix) the purchase benefits of which are contingent or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materialsaccelerated, or the clean-upterms of which are materially altered, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to by the storage or warehousing of any Inventory or products occurrence of the Business, transactions contemplated by this Agreement or the charter or purchase of transportation or shipping Additional Documents; and (x) pursuant to which services (other than routine professional services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract are rendered by or to ▇▇▇▇▇▇▇ ▇▇▇▇▇. SCHEDULE 5.22 also set forth all other material Contracts to which ▇▇▇▇▇▇▇ ▇▇▇▇▇ is a party or bound. All Contracts are valid and binding upon ▇▇▇▇▇▇▇ ▇▇▇▇▇ and enforceable against the other parties thereto in accordance with their respective terms. ▇▇▇▇▇▇▇ ▇▇▇▇▇ has performed all obligations required to be performed by it under all Contracts which are Purchased Assets and has performed in all material respect all obligations required to be performed by it under all other Contracts. ▇▇▇▇▇▇▇ ▇▇▇▇▇ is not in default under any of such Contracts, nor to the Acquired best knowledge of Sellers is any other party to any such Contract in default thereunder, nor does any condition exist which, with notice or lapse of time or both, would constitute a default by ▇▇▇▇▇▇▇ ▇▇▇▇▇, or, to the best knowledge of Sellers, by any other party thereunder. Without limiting the foregoing, ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇, its Business, the Purchased Assets are bound or subjectthe prospects or financial condition of ▇▇▇▇▇▇▇ Adler's Business. SCHEDULE 5.22 further sets forth all such Contracts currently in negotiation or proposed by ▇▇▇▇▇▇▇ ▇▇▇▇▇, of a type which, if entered into by ▇▇▇▇▇▇▇ ▇▇▇▇▇, would be required to be listed in SCHEDULE 5.22 or in any other Schedule.

Contracts. Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi(a) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries Part 2.11(a) of the material terms Company Disclosure Schedule identifies each Company Contract that, as of which are set forth in Schedule 3.12)the date of this Agreement, constitutes a “Material Contract.” For purposes of this Agreement, each of the Seller is not following shall be deemed to constitute a party “Material Contract”: (i) any Contract: relating to the employment of, or bound by the performance of services by, any agreement, contract, lease, option, license, commitment, instrument employee or any other binding obligation or arrangement consultant; (oral or written1) by or pursuant to which any of the Acquired Assets are bound Corporations is or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, any: (a) covenant not to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business; (b) Contracts with any Affiliate of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts may become obligated to make any capital expenditures severance, termination or capital additions similar payment in excess of $25,000 to any current or improvements; former employee or director (lexcept as required by any applicable Legal Requirements in the case of employees outside the United States and except for offer letters providing for “at will” employment with no right to severance other than in accordance with the Company’s standard severance policies as identified in reasonable detail in Part 2.18(i) Contracts relating to the storage or warehousing of any Inventory or products of the BusinessCompany Disclosure Schedule, copies of which have been made available to Parent); or the charter or purchase of transportation or shipping services; (m2) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or pursuant to which any of the Acquired Assets are bound Corporations is or subjectmay become obligated to make any bonus or similar payment (other than payments constituting base salary) in excess of $100,000 to any current or former employee or director (except for severance payments required by any applicable Legal Requirements outside of the United States); (ii) any Contract under which the Company leases any of the Leased Real Property; (iii) any Company IP Contract; (iv) any Contract relating to the acquisition, sale, spin-off, outsourcing or disposition of any business operation or unit or any product line of any Acquired Corporation (other than Contracts for transactions consummated prior to January 1, 2007 under which no Acquired Corporation has any obligations); (v) any Contract in which another Person is appointed as an exclusive distributor, reseller or sales representative with respect to, or otherwise is authorized to exclusively market, promote, distribute, resell, sublicense, support or solicit orders for, any Company Product; (vi) any Contract with any of the top ten (10) distributors or resellers of Company Products (based on revenue recognized from sales through, and to, the Company’s distributors and resellers) for each of fiscal year 2009 and the first six (6) months of fiscal year 2010; (vii) any Contract that provides for indemnification of any Company Associate (an “Indemnification Contract”); (viii) any Contract imposing any restriction on the right or ability of any Acquired Corporation: (1) to compete with any other Person; (2) to acquire any product or other asset or any services from any other Person; (3) to solicit, hire or retain any Person as an employee, consultant or independent contractor; (4) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person; (5) to perform services for any other Person; or (6) to transact business or deal in any other manner with any other Person; (ix) any Contract (other than Contracts evidencing Company Options): (1) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities; (2) providing any Person with any preemptive right, right of participation, right of maintenance or similar right with respect to any securities; or (3) providing any of the Acquired Corporations with any right of first refusal with respect to, or right to repurchase or redeem, any securities; (x) any Contract incorporating or relating to any guaranty, any warranty, any sharing of liabilities or any indemnity or similar obligation, except for (1) Contracts substantially similar in all material respects to the standard forms of end-user licenses previously delivered by the Company to Parent and (2) product or service warranties in the ordinary course of business consistent with past practice; (xi) any Contract relating to any currency hedging; (xii) any Contract: (1) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations; or (2) directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between any Acquired Corporation and any contractor or subcontractor to any Governmental Body); (xiii) any Contract requiring that any of the Acquired Corporations give any notice or provide any information to any Person prior to considering or accepting any Acquisition Proposal or similar proposal, or prior to entering into any discussions, agreement, arrangement or understanding relating to any Acquisition Transaction or similar transaction; (xiv) any Contract that provides for the payment or delivery of cash or other consideration in an amount or having a value in excess of $250,000 in fiscal year 2010 (other than Contracts for the sale of Company Products, or procurement of inventory, in the ordinary course of business); and (xv) any Contract that could reasonably be expected to have or result in a material effect on: (1) the business, condition (financial or otherwise), capitalization, assets (including Intellectual Property), liabilities (accrued, contingent or otherwise), operations, financial performance or prospects of any of the Acquired Corporations; or (2) the ability of the Company to perform any of its obligations under this Agreement or to consummate any of the Contemplated Transactions; and (xvi) any other Contract, if a breach of such Contract could reasonably be expected to have or result in a Company Material Adverse Effect. The Company has delivered to Parent an accurate and complete copy of each Company Contract that constitutes a Material Contract (other than Company IP Contracts that do not need to be specifically identified in Part 2.10 of the Company Disclosure Schedule). (b) Each Company Contract that constitutes a Material Contract is valid and in full force and effect, and is enforceable in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (c) Except as set forth in the applicable subsections of Part 2.11(c) of the Company Disclosure Schedule: (i) none of the Acquired Corporations has in any material respect violated or breached, or committed any material default under, any Material Contract; and, to the knowledge of the Company, no other Person has in any material respect violated or breached, or committed any material default under, any Material Contract; (ii) no Material Contract will expire according to its terms on or before December 31, 2011; to the knowledge of the Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) could reasonably be expected to: (1) result in a violation or breach of any of the provisions of any Material Contract; (2) give any Person the right to declare a default under any Material Contract; (3) give any Person the right to receive or require a rebate, chargeback, penalty in excess of $25,000; (4) give any Person the right to materially change the delivery schedule under any Company Contract; (5) give any Person the right to accelerate the maturity or performance of any Material Contract; or (6) give any Person the right to cancel, terminate or modify any Material Contract; and (iii) since January 1, 2007, none of the Acquired Corporations has received any notice or other communication regarding any actual or possible violation or breach of, or default under, any Material Contract which remains unresolved.

Contracts. Except as set (a) Schedule 4.13 sets forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, a true and complete summaries list of all material Contracts of the material terms of which are set forth in Schedule 3.12)each Seller or the Business, the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any including each of the Acquired Assets are bound following Contracts (whether or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, any:not material): (a) covenant not to compete or other covenant of the Seller (i) limiting Contracts relating to or restricting the development, manufacture, marketing, distribution evidencing any Indebtedness of either Seller or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business; (bii) Contracts with any current Affiliate or current or former officer or director of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer)either Seller; (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (liii) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping servicesInternet Rights; (miv) guarantees partnership, limited liability company and joint venture Contracts involving either Seller or the Business; (v) Contracts providing for payments to or from either Seller of $10,000 or more in any consecutive twelve-month period, other than purchase orders entered into in the ordinary course of business consistent with past practice; (vi) license, subsidiary rights, distribution, franchise, manufacturer’s agent or sales agency Contracts, or Contracts in respect of similar rights, granted to or held by or granted by either Seller or the Business; (vii) Contracts that limits the freedom of either Seller or the Business to compete in any Indebtedness line of business, with any Person, in any geographical area or which could so limit the freedom of either Seller or the Business so to compete after the Closing; (viii) Tax sharing Contracts or other arrangements; (ix) confidentiality Contracts; (x) stockholders’, investors’ or similar Contracts; (xi) Contracts relating to the disposition or acquisition of any Person; orassets or properties, other than dispositions or acquisitions of Inventory or purchase orders entered into in the ordinary course of business consistent with past practice; (nxii) author, performer, contributor and work-made-for-hire Contracts; (xiii) employment Contracts with any employee of either Seller, consulting Contracts with any consultant to either Seller or Contracts pursuant to which severance or stay payments may be payable to any employee of the Sellers; and (xiv) any other Contract by or Contracts not made in the ordinary course of business consistent with past practice. (b) The Sellers have each heretofore made available to which any the Purchaser true and complete copies of each of the Acquired Assets Contracts required to be disclosed on Schedule 4.13, including all amendments, waivers and modifications thereto. All Contracts required to be disclosed on Schedule 4.13 are bound valid and binding Contracts of Seller being a party thereto, are in full force and effect in accordance with their respective terms, and neither the Seller nor, to the Knowledge of the Seller, any other party thereto, is (or subjectwith notice or lapse of time or both would be) in violation or breach of, or in default under, the terms of any such Contract.

Contracts. Except as (i) Schedule 6(j) sets forth all of the following Contracts relating to the Business (each such item required to be set forth on Schedule 6(j) being referred to as a "Material Contract"): (A) all Contracts (or groups of related Contracts) for the purchase or sale of raw materials, commodities, supplies, products or other personal property, or for the furnishing or receipt of services, the performance of which will (i) extend over a period of one (1) year or more or (ii) involve consideration in Schedule 1.01(a)(vexcess of TWENTY-FIVE THOUSAND DOLLARS ($25,000); (B) all Contracts concerning a partnership or joint venture; (C) all Contracts (or groups of related Contracts) which evidence or relate to, or under which the Business has created, incurred, assumed or guaranteed, any indebtedness for borrowed money; (D) all Contracts concerning confidentiality or non-competition (other than standard non-disclosure forms signed by employees generally), Schedule 1.01(a)(xiexcept for any such Contract entered into by Seller or TSM with any Person (other than Buyer) and Schedule 3.12 (or, in for the case purpose of oral Contracts or oral Grain Contracts, true and complete summaries considering the purchase of the material terms Business, or a portion thereof, by such Person; (E) all Contracts for the employment of any individual on a full-time, part-time, consulting or other basis providing annual compensation in excess of FIFTY THOUSAND DOLLARS ($50,000) or providing severance benefits (other than pursuant to policies or plans of general applicability); (F) all Contracts under which are set forth the Business has advanced or loaned an amount in Schedule 3.12), the Seller is not a party excess of ONE THOUSAND DOLLARS ($1,000) to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound employees of the Business; (G) all Contracts which relate to inventions by employees (other than standard non-disclosure forms signed by employees generally); (H) all Contracts under which the Business has guaranteed any indebtedness or subject obligation of any Person; (I) all Contracts with distributors, sales representatives, manufacturers or which are material other Persons relating to the conduct distribution, sale or manufacture of products or services by the Business; and (J) all material Contracts relating to the distribution or license of, or royalty payments with respect to, Intellectual Property, whether as licensor or licensee and whether on an exclusive or non-exclusive basis (ii) All Material Contracts were entered into in the Ordinary Course of Business. The Business (collectivelyand, to the best of Seller's knowledge, the “Contracts”) other party or parties thereto, including, without limitation, any: subcontractors, have complied in all material respects with the provisions of each Material Contract and are not in default thereunder (a) covenant and there does not to compete exist any condition which, after notice or other covenant lapse of the Seller (i) limiting time or restricting the developmentboth, manufacture, marketing, distribution or sale of any of the products of would constitute a default thereunder by the Business or any future line extension or, to the best of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business; (b) Contracts with any Affiliate of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitationSeller's knowledge, the Real Propertyother party or parties thereto); (i) Contracts regarding the Release. Each Material Contract is legal, transportation or disposal of Hazardous Materialsvalid, or the clean-upbinding, abatement or other action relating enforceable and in full force and effect. No party to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make Material Contract has repudiated any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound or subjectprovision thereof.

Contracts. Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries Section 4.16 of the material terms Disclosure Schedule lists the following contracts and other agreements to which SkateNation or any of which are set forth in Schedule 3.12)its Subsidiaries is a party (together with the Ground Leases and the Space Leases, the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “"SkateNation Contracts”) including, without limitation, any:"): (a) covenant not any agreement (or group of related agreements) for the lease of personal property to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person providing for lease payments in connection with the Businessexcess of $50,000 per annum; (b) Contracts with any Affiliate agreement (or group of related agreements) for the Seller purchase or any Managersale of raw materials, officercommodities, supplies, products, or employee other personal property, or for the furnishing or receipt of services, the Seller (excluding the Buyer)performance of which will extend over a period of more than one year, or involve consideration in excess of $100,000; (c) continuing Contract for the future purchase any agreement concerning a partnership or price of commodities, raw materials, supplies or equipmentjoint venture; (d) Contracts with distributors any agreement (or other sales representativegroup of related agreements) under which it has created, customers incurred, assumed, or suppliersguaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $50,000 or under which it has imposed a Security Interest on any of its Assets; (e) managementany agreement concerning confidentiality or noncompetition, employment, service, consulting, severance or other similar type which otherwise restricts in any material manner the free use by SkateNation and its Subsidiaries of Contract (other than Contracts with its Assets or data made available to it in the Buyer)Ordinary Course of Business; (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale any agreement with the Seller or title retention agreement, equipment financing obligation or any Affiliates thereof (other instrument, in any case, granting an Encumbrance upon any of the Acquired Assetsthan SkateNation and its Subsidiaries); (g) collective bargaining agreement any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other Contract with material plan or arrangement for the benefit of the current or former directors, officers, and/or employees of SkateNation or any labor union or association representing employeesof its Subsidiaries; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property)collective bargaining agreement; (i) Contracts regarding any written agreement for the Releaseemployment of any individual on a full-time, transportation or disposal of Hazardous Materialspart-time, consulting, or the clean-up, abatement other basis providing annual compensation in excess of $25,000 or other action relating to Hazardous Materials or Environmental Lawsproviding severance benefits; (j) Contracts establishing any agreement under which it has advanced or creating loaned any partnershipamount to any of its directors, joint ventureofficers, limited liability company, limited liability partnership or similar entityand/or employees; (k) Contracts to make any capital expenditures agreement under which the consequences of a default or capital additions or improvementstermination could have a Material Adverse Effect; (l) Contracts relating to the storage or warehousing any agreement with any tenant of any Inventory or products space at the Property that involves annual consideration in excess of the Business, or the charter or purchase of transportation or shipping services$10,000; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by agreement (or group of related agreements) the performance of which involves consideration in excess of $100,000 or that is material to which the business of SkateNation or any of its Subsidiaries. The Seller has made available to the Buyer a correct and complete copy of each written agreement (as amended to date) listed in Section 4.16 of the Disclosure Schedule. With respect to each agreement required to be identified in Section 4.16 of the Disclosure Schedule: (w) the agreement is in full force and effect and, the Seller's Knowledge, is the legal, valid and binding obligation of the parties thereto other than SkateNation or any of its Subsidiaries (the "Other Parties") and enforceable against the Other Parties in accordance with its terms, subject to the Remedies Exception; (x) neither SkateNation nor any of its Subsidiaries nor, to the Seller's Knowledge, any of the Acquired Assets Other Parties, is in breach, violation or default, and to Seller's Knowledge, no event has occurred which with notice or lapse of time or both would constitute a breach, violation or default by SkateNation or any of its Subsidiaries, or permit termination, modification, or acceleration by the Other Parties, under the agreement; (y) neither SkateNation or any of its Subsidiaries nor, to the Seller's Knowledge, any of the Other Parties, has repudiated any provision of the agreement and (z) no consent is required of any of the Other Parties by virtue of the execution, delivery or performance of this Agreement, and the transactions contemplated by this Agreement will not result in the termination or modification of the agreement. No representations or warranties are bound made in this Section 4.16 with respect to the Ground Leases or subjectthe Space Leases.

Contracts. (a) Except as set forth disclosed in Schedule 1.01(a)(v6.1.11(a), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries of the material terms of which are set forth in Schedule 3.12), the Seller is not neither a party to or nor bound by any lease, agreement, contract, lease, option, license, commitment, instrument commitment or any other legally binding contractual right or obligation (whether written or arrangement (oral or writtenoral) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, anythat is of a type described below: (ai) covenant not any lease (whether of real or personal property), including the leases disclosed or required to compete be disclosed on Schedule 6.1.15(b); (ii) except for purchase orders entered into in the Ordinary Course of Business, any agreement for the purchase of materials, supplies, goods, services, equipment or other covenant assets that provides for aggregate payments by Seller of $25,000.00 or more; (iii) except for agreements with respect to sales to customers in the Seller (i) limiting or restricting the developmentOrdinary Course of Business, manufacture, marketingany sales, distribution or other similar agreement providing for the sale by Seller of materials, supplies, goods, services, equipment or other assets that provides for aggregate payments to Seller of $25,000.00 or more; (iv) any partnership, joint venture or other similar agreement or arrangement; (v) any Contract pursuant to which any third party has rights to own or use any material asset of Seller, including any Intellectual Property Right of Seller; (vi) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or granting to any Person a right of first refusal, first offer or other right to purchase any of the products Purchased Assets; (vii) any agreement relating to Indebtedness (in any case, whether incurred, assumed, guaranteed or secured by any asset) other than accruals recorded in the Ordinary Course of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business; (bviii) Contracts any material license, franchise or similar agreement; (ix) any agency, dealer, sales representative, marketing or other similar agreement; (x) any agreement with (A) any Affiliate stockholder of the Seller or any Manager, officer, other Affiliate of Seller or employee (B) any director or officer of Seller or with any “associate” or any member of the Seller “immediate family” (excluding as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Buyer)Exchange Act) of any such director or officer; (cxi) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, any management service, consulting, severance consulting or any other similar type of Contract (other than Contracts with the Buyer);agreement; or (fxii) mortgageany employment, pledgedeferred compensation, security agreementseverance, deed of trustbonus, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation retirement or other instrument, similar agreement or plan in any case, granting an Encumbrance upon any effect as of the Acquired Assets; date hereof (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts including in respect of any Indebtedness advances or loans to any employees) and entered into or adopted by Seller. (b) Each Contract to which Seller is a party is disclosed in Schedule 6.1.11(a) and is a valid and binding agreement of Seller and, to the knowledge of Seller, each other party thereto, enforceable in accordance with its respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity). Neither Seller nor, to the knowledge of Seller, any other party to any such Contract is in default or breach (with or without due notice or lapse of time or both) in any material respect under the terms of any Person; or such Contract. Seller has delivered or made available to Purchaser true and complete originals or copies of all Contracts disclosed in or required to be disclosed in Schedule 6.1.11(a). If following the Closing, Purchaser pays or performs under a Contract that is not disclosed on Schedule 6.1.11(a), Purchaser shall be deemed to have assumed such Contract unless Purchaser notifies Seller or T-3 in writing within ninety (n90) any other Contract by or days after the Closing of Purchaser’s desire not to which any of the Acquired Assets are bound or subjectassume such Contract.

Contracts. Except as set (a) Section 4.11(a) of the Disclosure Letter sets forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true a correct and complete summaries list of the material terms of which are set forth in Schedule 3.12), following Contracts related to the Seller is not a party to Business or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound to which Seller is a party or subject or under which are material to the conduct of the Business Seller has continuing Liabilities and is currently in effect (collectivelyeach, the a “ContractsMaterial Contract”) including, without limitation, any:): (a) covenant not to compete or other covenant of the Seller (i) limiting all Contracts involving the customers and vendors which are, or restricting the developmentshould have been, manufacture, marketing, distribution or sale of any listed on Section 4.23 of the products of the Business or any future line extension of such products into other forms or Disclosure Letter; (ii) limiting or restricting all leases, subleases and license agreements relating to the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the BusinessLeased Real Property; (biii) all Contracts with any Affiliate distributors, manufacturers’ agents or selling agents, or pursuant to which Seller sells or distributes the Products or pays a commission to a Person with respect to the sale of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer)Products; (civ) continuing Contract for the future purchase or price leases of commodities, raw materials, supplies or equipmentany Personal Property; (dv) Contracts with distributors granting to any Person an option or other sales representativea right of first refusal, customers first-offer or suppliers; (e) management, employment, service, consulting, severance similar preferential right to purchase or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in acquire any case, granting an Encumbrance upon any of the Acquired Assets; (gvi) collective bargaining Contracts evidencing partnerships, strategic alliances or joint ventures and all other Contracts providing for the sharing of any profits or expenses; (vii) Contracts involving the payment or receipt by Seller of royalties; (viii) Contracts providing for the purchase of all of the requirements of Seller for a particular product or service from a vendor; (ix) Contracts that provide any customer of Seller with pricing, discounts or benefits that change based on the pricing, discounts or benefits offered to other customers of Seller, including any agreement containing “most favored nation” provisions; (x) warranty Contracts with respect to the sale of Products which contain terms and conditions that differ in any material respect from standard warranty terms and conditions provided to customers of Seller; (xi) Contracts that limit, impede, interfere with or restrict or purport to limit, impede, interfere with or restrict, the ability of Seller or any of its Affiliates to compete in or enter into or conduct any business or in any geographic area or to solicit for employment, hire or employ any Person; (xii) any stock purchase agreement, asset purchase agreement, merger agreement or other Contract with acquisition or divestiture agreement to which Seller is a party or is otherwise bound and entered into by Seller during the past five (5) years, or any labor union such agreement that contains any indemnification provision or association representing employeesobligation that is currently in effect; (hxiii) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage marketing or warehousing advertising of any Inventory Seller’s Products or products of the Business, or the charter or purchase of transportation or shipping servicesServices; (mxiv) guarantees Contracts (other than Employment Arrangements) between Seller and any current or former employee, officer, director or equityholder (or group of equityholders) of Seller; (xv) any Licenses-In, Licenses-Out, or other Contracts in respect of any Indebtedness of any Personpertaining or related to the Business Intellectual Property Rights or Seller’s use thereof including coexistence agreements, consent agreements, settlement agreements, joint development agreement, assignments concerning the Business Intellectual Property Rights, and co-branding or co-marketing agreements; orand (nxvi) all other Contracts of Seller material to the Business or relating to the Acquired Assets. (b) Each Assumed Contract is in full force and effect and is a legal, valid and binding obligation of Seller enforceable in accordance with its terms (and will continue to be in full force and effect following the consummation of the transactions contemplated hereby) and, to the Knowledge of Seller, each other party to such Assumed Contract (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally and to general principles of equity, whether considered in a Proceeding at Law or in equity), and there is no existing default or breach by Seller under any such Assumed Contract (or event or condition that, with or without notice or lapse of time or both, could constitute a default or breach) and, to the Knowledge of Seller, there is no such default or breach (or event or condition that, with or without notice or lapse of time or both, could constitute a default or breach) with respect to any other Contract by party to any such Assumed Contract. To the Knowledge of Seller, there has not been any notice or threat to terminate any Assumed Contract. No event has occurred which (with or without notice or lapse of time or both) constitutes a breach or default in any material respect of, or permits termination, modification or acceleration of payment or requires any payment under, any Assumed Contract. Correct and complete copies of each (i) Material Contract, (ii) each Assumed Contract, (iii) all material correspondence related to the Leased Real Property, and (iv) all material documents relating to the Acquired Assets, all Licenses, all environmental assessment reports (such as Phase I and Phase II reports) and any other environmental studies in Seller’s possession relating to the Leased Real Property or any Acquired Assets are bound or subjecthave been made available to Buyer.

Contracts. Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, 4.12 contains a true and complete summaries list of all Executory Contracts of the material terms of following types to which are set forth in Schedule 3.12), the (a) any Seller or Skyware is not a party (but only if such Contract primarily relates to the Business) or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or writtenb) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, anySkyware Assets is subject: (a) covenant not to compete any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketingPerson engaged in sales, distribution or sale promotional activities for or on behalf of the Business, or any Contract to act in one of the foregoing specified capacities on behalf of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the BusinessPerson; (b) Contracts with any Affiliate of the Contract pursuant to which any Seller or any Manager, officerSkyware has made or will make loans or advances, or employee has incurred, or is obligated to incur, Indebtedness or has become a guarantor or surety or pledged its credit for or otherwise become responsible with respect to any undertaking of another Person (except for the Seller (excluding negotiation or collection of negotiable instruments in transactions in the Buyerordinary course of business); (c) continuing any Contract for the future purchase with (i) any Affiliate of any Seller (but excluding any contract with or price relating to a Benefit Plan), or (ii) any officer or director of commodities, raw materials, supplies any Seller or equipmentSkyware (other than employment agreements or similar arrangements relating to their employment); (d) any Contract (including a purchase order) with any customer or supplier with whom the Sellers or Skyware have entered into Contracts with distributors or other sales representative(including purchase orders), customers or supplierswhich, in the aggregate, have a commitment of more than $100,000 on an annual basis; (e) managementany Contract involving a partnership, employment, service, consulting, severance joint venture or other similar type of Contract (other than Contracts with the Buyer)cooperative undertaking; (f) mortgageany Contract involving any non-competition or similar restrictions binding on any Seller or Skyware, pledge, security agreement, deed including with respect to the geographical area of trust, loan agreement, credit agreement, indenture, conditional sale operations or title retention agreement, equipment financing obligation scope or other instrument, in any case, granting an Encumbrance upon any type of the Acquired Assetsbusiness of such Seller or Skyware; (g) collective bargaining agreement any Contract for any material capital expenditures or other Contract with any labor union or association representing employeesmaterial leasehold improvement, in each case in excess of $100,000; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property)collective bargaining agreement; (i) Contracts regarding any Contract involving the Releaselicensing, transportation sharing, assignment or disposal transfer of Hazardous MaterialsIntellectual Property, except “off the shelf” commercially available software programs purchased or licensed for less than $100,000 in the clean-up, abatement or other action relating to Hazardous Materials or Environmental Lawsaggregate; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entityContract containing an A▇▇▇▇▇ Guarantee; (k) Contracts any letter of credit utilized in or otherwise related to make any capital expenditures or capital additions or improvementsthe conduct of the Business; (l) Contracts relating to any Shared Contract the storage or warehousing Business Portion of any Inventory or products which contains a commitment of the Business, or the charter or purchase of transportation or shipping services;more than $100,000 on an annual basis; and (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract that is otherwise material to the operation of the Business. The Sellers have made available to the Purchaser copies of each Contract that is listed on Schedule 4.12 (excluding Contracts that the Sellers have provided in redacted form due to confidentiality restrictions). Except as set forth on Schedule 4.12, to Sellers’ Knowledge, all Contracts listed or required to be listed on Schedule 4.12 are in full force and effect and are enforceable by the applicable Seller or Skyware, as applicable, in accordance with their terms (subject to the Enforceability Limitations). With respect to the Contracts set forth or required to be set forth on Schedule 4.12: (i) neither the applicable Seller or Skyware nor, to the Sellers’ Knowledge, any other party thereto, is in default under or in violation of any material term of such Contract; (ii) to the Sellers’ Knowledge, no event has occurred that, with notice or lapse of time or both, would constitute such a default or violation; (iii) no Seller or Skyware has released in writing or to which the Sellers’ Knowledge orally, any of its rights under any such Contract; and (iv) no party to such Contracts has (x) repudiated in writing or, to Sellers’ Knowledge, orally, any of the Acquired Assets are bound material terms thereof, (y) or, to the Sellers’ Knowledge, threatened to terminate or subjectcancel any such Contracts or (z) to the Sellers’ Knowledge, provided written notice that it will not renew any such Contract.

Contracts. Except as (a) Schedule 5.9(a) lists and attaches copies of all of the following Contracts of the Company (other than those set forth in on Schedule 1.01(a)(v5.5 (Affiliate Transactions), Schedule 1.01(a)(xi5.7(b) (Commitments Relating to Intellectual Property), Schedule 5.8(c) (Leased Premises), Schedule 5.15(b) (Plans) or Schedule 5.15(c) (Employee Agreements)): (i) all Contracts (or groups of related Contracts) for the lease (whether as lessor or lessee) of personal property to or from the Company which provide for lease payments in excess of Pound Sterling100,000 over the term of the Contract; (ii) all Contracts (or groups of related Contracts) for the purchase or sale of inventories, stock or raw materials, supplies, products, spare parts or real, personal or mixed property, or for the furnishing or receipt of services, including customer and Schedule 3.12 supply Contracts, which provide for payments to or from the Company of Pound Sterling100,000 or more for each Contract; (oriii) all Contracts concerning any partnership, joint venture, joint development or other cooperation arrangement; (iv) all material Contracts providing for management services or for the services of independent contractors or consultants (or similar arrangements); (v) all Contracts providing for advertising, promotional or marketing services; providing for payment by the Company of Pound Sterling50,000 or more; (vi) all Contracts (or groups of related Contracts) relating to or evidencing indebtedness for the borrowing of money by the Company (or the creation, incurrence, assumption, securing or guarantee thereof), including any Contract under which the Company has borrowed any money from, or issued any note, bond, debenture or other evidence of indebtedness to, any Person; (vii) all Contracts (or groups of related Contracts) under which (A) any Person has directly or indirectly guaranteed any indebtedness or other Liabilities of the Company or (B) the Company has directly or indirectly guaranteed any indebtedness or other Liabilities of any Person (in each case other than endorsements for the purpose of collection in the case ordinary course of oral business); (viii) all Contracts (or oral Grain groups of related Contracts) under which the Company has directly or indirectly made any material advance, true and complete summaries loan, extension of credit or capital contribution to, or other investment in, any Person, including employees, or which involve a sharing of profits, losses, costs or Liabilities by the Company with any other Person, other than trade accounts payable arising in the ordinary course of business of the Company; (ix) all Contracts (or groups of related Contracts) providing for or containing any mortgage, pledge, security agreement or deed of trust or other Contract granting a material terms Lien upon any assets or properties of the Company; (x) all Contracts providing for indemnification of any Person with respect to material Liabilities relating to any current or former business of the Company; (xi) all Contracts with any broker, distributor, dealer, sales representative, supplier, manufacturer or other Person (other than Contracts with customers which are set forth in Schedule 3.12)disclosed pursuant to clause (ii) above) relating to the distribution, the Seller is not a party to sale, supply or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) manufacture of products providing for payment by or to the Company of Pound Sterling50,000 or more; (xii) all Contracts providing for or containing confidentiality and non-disclosure obligations (other than standard non-disclosure forms signed by employees generally, copies of which have been provided to Buyer); (xiii) all Contracts for the purchase or sale of any business, corporation, partnership, joint venture, association or other business organization or any division, material assets, operating unit or product line thereof (and for purposes of the Acquired Assets this Section 5.9, material assets means assets with a value of Pound Sterling50,000 or more and any assets that are bound or subject or which are otherwise material to the conduct business, operations, properties or condition of the Business (collectivelyCompany, the “Contracts”) including, without limitation, any:taken as a whole); (axiv) covenant not all Contracts which limit or purport to limit the ability of the Company to compete in any line of business or other covenant with any Person or in any geographic area or which limit or purport to limit or restrict the ability of the Seller (i) limiting or restricting Company with respect to the development, manufacture, marketing, sale or distribution of, or sale other rights with respect to, any products or services; (xv) all swap agreements (as defined in the definition of the term Contract); (xvi) all Contracts with any Governmental Entity; (xvii) all Contracts containing any restrictions with respect to payment of dividends or any other distributions in respect of the capital stock of the Company which will continue in effect after the Closing; and (xviii) all Contracts which are, in the reasonable opinion of the Management Sellers, otherwise material to the Company which are not described in any of the products categories specified in this Section 5.9(a). Each Contract of the Business Company set forth or any future line extension of such products into other forms required to be set forth on Schedule 5.5 (Affiliate Transactions), Schedule 5.7(b) (Commitments Relating to Intellectual Property), Schedule 5.8(c) (Leased Premises), Schedule 5.9(a), Schedule 5.15(b) (Plans) or Schedule 5.15(c) (iiEmployee Agreements) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business;is referred to herein as a "Material Contract". (b) Contracts Except as set forth on Schedule 5.9(b), each Material Contract is in full force and effect and is legal, valid, binding and enforceable in accordance with any Affiliate its terms (subject to general principles of equity) as to the Company and, to the knowledge of the Seller or any ManagerManagement Sellers, officer, or employee each other party thereto. None of the Seller (excluding Material Contracts requires any payments or the Buyer);performance of any obligations that could reasonably be expected to have a Material Adverse Effect. (c) continuing Except as set forth on Schedule 5.9(c) or 5.9(b), the Company (and, to the knowledge of the Management Sellers, each of the other party or parties thereto), has performed in all material respects all obligations required to be performed by it under each Material Contract. Except as set forth on Schedule 5.9(c), no event has occurred with respect to the Company or, to the knowledge of the Management Sellers, with respect to any other Person that (with or without lapse of time or the giving of notice or both) contravenes, conflicts with or results in a violation or breach of or give the Company or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity of, or to cancel, terminate or modify, any Material Contract. Except as set forth on Schedule 5.9(c), there are no pending renegotiations of, or requests to renegotiate, any Material Contract for with any Person. The Company has not and, to the future purchase knowledge of the Management Sellers, no other party to any Material Contract has, repudiated any material provision thereof or price terminated any Material Contract and the Company has not received any notice that any other party or parties to any Material Contract intends to exercise any right of commoditiescancellation, raw materials, supplies termination or equipment;non-renewal thereof. The Company has heretofore delivered to Buyer true and complete copies of all written Material Contracts and a true and complete written summary of all oral Material Contracts. (d) Contracts with distributors Except as set forth on Schedule 5.9(d) or other sales representativeSchedule 5.8(c) (Leased Premises), customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase there are no "change of control" or lease of similar provisions or any real or personal property or obligations arising under any Material Contract and (ii) none of the sale execution, delivery or lease by the Seller performance of any real Transaction Document or personal property (includingconsummation of the Transaction will, without limitationunder the terms, the Real Property); (i) Contracts regarding the Release, transportation conditions or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing provisions of any Inventory Material Contract (A) require any Consent of, with or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of to any Person; or , (nB) result in any other Contract by increase in any payment or change in any term or (C) grant any repayment or repurchase rights to which any of the Acquired Assets are bound or subjectPerson.

Contracts. Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi(a) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries Section 4.10(a) of the material terms Disclosure Schedule sets forth a list of which are set forth in Schedule 3.12), the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or following Contracts to which the Company or any of the Acquired Assets are Company Subsidiaries is a party or by which it is bound or subject or which are material in effect on the date of this Agreement (each Contract that is required to the conduct be listed in Section 4.10(a) of the Business Disclosure Schedule, being a “Material Contract”): (i) each ground lease Contract pursuant to which the Company or a Company Subsidiary leases any of the Leased Real Property from a third-party landlord (collectively, the “ContractsGround Leases”) including, without limitation, any:); (aii) covenant not each Contract pursuant to compete which the Company or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of a Company Subsidiary leases as a tenant any of the products Real Property from a third-party landlord, other than the Ground Leases (collectively, the “Office Leases”); (iii) each Contract pursuant to which the Company or a Company Subsidiary leases as landlord any of the Business Real Property to a third-party for retail or commercial use, but excluding any future line extension of such products Student Lease (collectively, the “Retail Leases”); (iv) each Contract by and between the Company or a Company Subsidiary, on the one hand, and a University on the other hand (collectively, the “University Agreements”); (v) each principal loan Contract evidencing or entered into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the BusinessExisting Loans; (bvi) Contracts with each Contract creating any Affiliate of joint venture, partnership or similar relationship between the Seller Company or any Manager, officer, or employee of the Seller (excluding the Buyer)Company Subsidiary and an unaffiliated third party; (cvii) continuing each Contract for with any current officer or director of the future purchase or price of commoditiesCompany, raw materials, supplies or equipmentother than any Plan; (dviii) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other each Contract with any labor union or association representing employeesany employee of the Company; (hix) Contracts each Contract limiting or restraining the Company from engaging or competing in any lines of business with any other Person; (x) each Contract for (i) the purchase or lease sale of any real or personal property or of the assets of the Company other than in the ordinary course of business, for consideration in excess of $250,000; (iixi) the sale or lease each Contract relating to any acquisition to be made by the Seller Company of any real operating business or personal property the capital stock of any other Person, in each case for consideration in excess of $250,000; (includingxii) each Contract relating to the incurrence of Indebtedness, without limitationor the making of any loans, in each case involving amounts in excess of $250,000; (xiii) each Contract granting any third party the right to develop, construct, market, manage, finance or sell any of the Real PropertyProperty reasonably expected to involve payments of $250,000 or more in any future twelve (12) month period with respect to any single Real Property or Community (provided that any such Contract listed in another subsection of this Section 4.10(a) shall not also be required to be listed in this Section 4.10(a)(xiii)); (ixiv) Contracts regarding each Contract under which the Release, transportation Company or disposal of Hazardous Materialsany Company Subsidiary is granted rights by others in material Company Intellectual Property (other than commercial off the shelf software), or under which the clean-up, abatement Company or other action relating any Company Subsidiary has granted rights to Hazardous Materials others in material Company Intellectual Property; and (xv) each Contract (or Environmental Lawsgroup of related Contracts with respect to a single transaction or series of related transactions) that cannot be terminated on less than ninety (90) days’ notice (without a monetary penalty) and involves future payments or performance or services to or by the Company or any of the Company Subsidiaries of any amount or value reasonably expected to exceed $250,000 in any future twelve (12) month period with respect to any single Real Property or Community (provided that any such Contract listed in another subsection of this Section 4.10 shall not also be required to be listed in this Section 4.10(a)(xv)); (jb) Contracts establishing The Company has Made Available to Buyer true, correct and complete copies of each Material Contract. As of the date of this Agreement, each Material Contract represents the legally valid and binding obligation of the Company or creating Company Subsidiary party thereto, enforceable against the Company or such Company Subsidiary, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. As of the date of this Agreement, the Company has not received any partnershipwritten or, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing Knowledge of the Company, other notice of any Inventory default or products event that with notice or lapse of time, or both, would constitute a material default by the Company under any Material Contract, nor, to the Knowledge of the BusinessCompany, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) is any other party to any Material Contract by in material breach or to which any of the Acquired Assets are bound or subjectdefault thereunder.

Contracts. Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xiSection 3(p) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries of the material terms of which are set forth in Disclosure Letter lists the following contracts and other agreements (including the Contracts listed on Schedule 3.122(a)(iii), the Seller is not a party ) related to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or to which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, anySeller is a party: (a) covenant not to compete or other covenant of the Seller (i) limiting Any agreement (or restricting group of related agreements) for the development, manufacture, marketing, distribution lease of real property or personal property to or from any Person providing for lease payments in excess of $10,000 singly or $30,000 in the aggregate; (ii) Any agreement (or group of related agreements) for the purchase or sale of any raw materials, commodities, supplies, products or other personal property, or for the furnishing or receipt of services, the products performance of which will involve consideration in excess of $10,000 singly, or $50,000 in the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Businessaggregate; (biii) Contracts with any Affiliate of the Seller Any agreement concerning a partnership or any Manager, officer, or employee of the Seller (excluding the Buyer)joint venture; (civ) continuing Contract for the future purchase Any agreement (or price group of commoditiesrelated agreements) under which Seller has created, raw materialsincurred, supplies assumed or equipment; (d) Contracts with distributors guaranteed any Indebtedness in excess of $5,000 or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon under which it has imposed a Security Interest on any of the Acquired Assets; (gv) collective bargaining Any agreement concerning confidentiality or other Contract with any labor union or association representing employeesnoncompetition; (hvi) Contracts for (i) the purchase Any contract or lease of arrangement with any real federal, state or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property)local government agency; (ivii) Contracts Any contract with customers or otherwise regarding the Release, transportation or disposal provision of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental LawsServices; (jviii) Contracts establishing Any agreement, contract, lease or creating any partnershiplicense (or series of related agreements, joint venturecontracts, limited liability companyleases, limited liability partnership or similar entity; (kand licenses) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts involving payments of more than $10,000 relating to the storage Acquired Assets; and (ix) Any agreement that would limit Buyer's rights to provide the Services or warehousing any other services or select subcontractors or other parties to provide the Services on Buyer's behalf. Seller has delivered to Buyer a correct and complete copy of any Inventory or products each written agreement listed in Section 3(p) of the BusinessDisclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid and binding and in full force and effect on Seller; (B) Seller is not and, to Seller's Knowledge, no other party is in breach or default in any material respect, and, to Seller's Knowledge, no event has occurred which with notice or lapse of time would constitute a breach or default in any material respect, or permit termination, modification or acceleration, under the charter or purchase of transportation or shipping services; agreement; and (mC) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which any the Knowledge of the Acquired Assets are bound or subjectSeller, no party has repudiated any provision of the agreement.

Contracts. The Allied Disclosure Schedule contains a true --------- and complete list of all the following Contracts (true and complete copies of all such written Contracts having been made available to Nationwide), currently in force, to which Allied or any Allied Subsidiary is a party or by which any Assets of Allied or any Allied Subsidiary are or may be bound, as such Contracts may have been amended to the date hereof: (a) all employment, consultation, retirement, termination, sign-on, buy- out or other Contracts with any present or former officer, director, trustee, employee, agent, broker or independent contractor of Allied or any Allied Subsidiary (including, but not limited to, loans or advances to any such Person or any Affiliate of such Person) providing for annual compensation of $100,000 or more or for compensation over the term of the Contract, and any renewal thereof, of $200,000 or more (including, but not limited to, base salary, bonus and incentive payments and other payments or fees, whether or not any portion thereof is deferred); (b) all Contracts (other than, with respect to Investment Assets, Contracts containing customary restrictions on the ability to own or operate competing real property in a specified geographic area) with any Person including, but not limited to, any Governmental Entity, containing any provision or covenant (i) limiting the ability of Allied or any Allied Subsidiary to engage in any line of business, to compete with any Person, to do business with any Person or in any location or to employ any Person or (ii) limiting the ability of any Person to compete with or obtain products or services from Allied or any Allied Subsidiary, which, in the case of any such Contract described in clauses (i) and (ii) is, individually or together with other such Contracts, reasonably likely to have a Material Adverse Effect; (c) all Contracts relating to the borrowing of money in excess of $1,000,000 by Allied or any Allied Subsidiary or the direct or indirect guarantee by Allied or any Allied Subsidiary of any obligation of any Person for borrowed money or other financial obligation of any Person in excess of $1,000,000 (other than indebtedness in respect of Investment Assets), or any other Liability of Allied or any Allied Subsidiary in respect of indebtedness for borrowed money or other financial obligation of any Person in excess of $1,000,000 (other than indebtedness in respect of Investment Assets), including, but not limited to, any Contract relating to or containing provisions with respect to (i) the maintenance of compensating balances that are not terminable by Allied or any Allied Subsidiary without penalty upon not more than ninety (90) days' notice, (ii) any lines of credit or similar facilities, (iii) the payment for property, products or services of any other Person even if such property, products or services are not conveyed, delivered or rendered or (iv) any obligation to satisfy any financial obligation or covenants, including, but not limited to, take-or-pay, keep-well, make-whole or maintenance of working capital, capital or earnings levels or financial ratios or to satisfy similar requirements; (d) all Contracts (other than Insurance Contracts and other Contracts entered into in the ordinary course of business) with any Person containing any provision or covenant relating to the indemnification or holding harmless by Allied or any Allied Subsidiary of any Person which is reasonably likely to result in a Liability to Allied or any of the Allied Subsidiaries of $1,000,000 or more; (e) all leases or subleases of real property used in the conduct of the Business of Allied or any Allied Subsidiary and all other leases, subleases or rental or use Contracts providing for annual rental payments to be paid by or on behalf of Allied or any Allied Subsidiary, involving, in the case of each of the foregoing, annual payments in excess of $250,000; (f) all Contracts relating to the future disposition (including, but not limited to, restrictions on transfer or rights of first refusal) or acquisition of any interest in any business enterprise, and all Contracts relating to the future disposition of a material portion of the Assets of Allied or any Allied Subsidiary other than in each case any Investment Asset or interest in any business enterprise or Assets to be acquired or disposed of in the ordinary course of business; (g) all investment advisory Contracts with any investment company registered under the Investment Company Act or with any investment advisory client; (h) all Insurance Contracts which constitute Contracts for reinsurance, and any Contract pursuant to which any Allied Insurer receives or has received surplus relief including, with respect to each such Contract, the ceding and assuming Person, the business reinsured and the amount of the Liability reinsured; (i) all other Contracts (other than (i) Insurance Contracts, (ii) Contracts relating to Investment Assets entered into in the ordinary course of business, (iii) employment Contracts that are not otherwise required to be set forth in the Allied Disclosure Schedule, (iv) Contracts solely between members of the Allied Group and (v) other Contracts which are expressly excluded under any other subsection of this Section 4.14) that involve or are reasonably likely to involve the payment pursuant to the terms of such Contracts by or to Allied of $500,000 or more, or that are otherwise material to Allied and the Allied Subsidiaries taken as a whole; (j) list of all Contracts between any Allied Insurer and any Person involving agency Contracts and marketing relationships, which relationships have a value over $250,000 per year; (k) all Contracts or arrangements (including, but not limited to, those relating to allocations of expenses, personnel, services or facilities) between or among any Allied Insurer and any Subsidiary or Affiliate of Allied (including, but not limited to, other Allied Insurers); and (l) all outstanding proxies (other than routine proxies in connection with annual meetings), powers of attorney or similar delegations of authority of Allied or any Allied Subsidiary to an unrelated Person, other than those entered into in the ordinary course of business in connection with Investment Assets. The Allied Disclosure Schedule also contains a listing of all Third Party Administrators of Allied and the Allied Subsidiaries. All Contracts the terms of which provide that the Merger will give rise to a severance Liability for Allied, any Allied Subsidiary or the Surviving Corporation have previously been disclosed to Nationwide. Each of the Contracts listed in the Allied Disclosure Schedule is in full force and effect and constitutes a legal, valid and binding obligation of each of Allied and the Allied Subsidiaries to the extent that it is a party thereto, and, to the Knowledge of Allied, of each other Person that is a party thereto. Except as set forth in Schedule 1.01(a)(v)the Allied Disclosure Schedule, Schedule 1.01(a)(xi) and Schedule 3.12 (neither Allied nor any Allied Subsidiary is, and, to the Knowledge of Allied, no other party to such Contract is, in material violation, breach or default of any such Contract or, with or without notice or lapse of time or both, would be in material violation, breach or default of any such Contract, except for any violation, breach or default which, individually or in the case of oral Contracts or oral Grain Contractsaggregate, true and complete summaries of the material terms of which are is not reasonably likely to have a Material Adverse Effect. Except as set forth in Schedule 3.12)the Allied Disclosure Schedule, to the Seller is not a knowledge of Allied, no such Contract contains 36 any provision providing that any party to or bound by any agreement, contract, lease, option, license, commitment, instrument thereto other than Allied or any other binding obligation or arrangement (oral or written) Allied Subsidiary may terminate such Contract by or to which any reason of the Acquired Assets are bound execution of this Agreement or subject or which are material to the conduct consummation of the Business (collectively, the “Contracts”) including, without limitation, any: (a) covenant not to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business; (b) Contracts with any Affiliate of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound or subjecttransactions contemplated hereby.

Contracts. Except as set (a) Disclosure Schedule Section 3.05(a) sets forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries all of the material terms of following Contracts (other than Contracts which are set forth in Schedule 3.12), the Excluded Assets) to which Seller is not a party related to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by the Business as of the date hereof or to which any Parent or one of its Subsidiaries (other than Operating Company) is a party that is used primarily with respect to the Stations as of the Acquired Assets are bound date hereof (each a “Material Assumed Contract”): (i) any Contract for the sale of broadcast time for advertising or subject other purposes for cash that was not made in the ordinary course of business consistent with past practices; (ii) any Contract relating to Program Rights; (iii) any Contract involving the purchase or which are material sale of Real Property that has not closed as of the date hereof; (iv) any Contract entered into after January 1, 2009 relating to the conduct acquisition or disposition of any material portion of the Business (collectivelywhether by merger, the “Contracts”) including, without limitation, any: (a) covenant not to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any stock, sale of the products of the Business assets or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business; (b) Contracts with any Affiliate of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyerotherwise); (cv) continuing any Contract for the future purchase involving construction, architecture, engineering or price other agreements relating to uncompleted construction projects, in each case that involve payments in excess of commodities, raw materials, supplies or equipment$100,000; (dvi) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) any mortgage, pledge, pledge or security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation trust or other instrument, in any case, instrument granting an Encumbrance a Lien (other than Permitted Liens) upon any of the Acquired AssetsPurchased Asset, other than those that will be paid off at Closing; (gvii) collective bargaining any Contract involving a partnership, joint venture or similar agreement or other Contract with any labor union or association representing employeesanother party; (hviii) Contracts any Contract involving compensation to any employee, independent contractor, or consultant in excess of $50,000 per year (provided, however, that for (i) the purchase or lease purposes of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitationthis Section 3.05(a)(viii), the Real Propertyterm Contract shall not include at-will Contracts); (iix) Contracts regarding the Release, transportation any Contract involving any labor agreement or disposal collective bargaining agreement of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental LawsSeller; (jx) Contracts establishing any Contract that contains a covenant restricting the ability of Seller to compete in any business or creating with any partnershipPerson or in any geographic area in which the Stations operate (provided, joint venturehowever, limited liability companythat for purposes of this Section 3.05(a)(x), limited liability partnership or similar entitythe term Contract shall, with respect to Real Property, only mean Real Property Leases); (kxi) Contracts to make any capital expenditures Contract with any Subsidiary of Parent (other than among Seller and other than employment or capital additions or improvementscompensation-related Contracts); (lxii) any Contract that is a local marketing agreement, joint sales agreement or similar agreement; (xiii) any Contract with a Governmental Authority (other than ordinary course Contracts with Governmental Authorities as a customer) which imposes any material obligation or restriction on Seller; (xiv) any Contract pursuant to which any Indebtedness for borrowed money of Seller is outstanding or may be incurred or pursuant to which Seller has guaranteed any Indebtedness for borrowed money of any other Person (other than a member of Seller and excluding trade payables arising in the ordinary course of business); (xv) any Contract relating to the storage non-broadcast use of the Station’s digital bit stream; and (xvi) all other Contracts (including all programming contracts) that involve the cash payment or warehousing potential cash payment, pursuant to the terms of any Inventory or products of the Businesssuch Contract, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which Seller of more than $100,000 per year that cannot be terminated within one hundred and eighty (180) days after giving notice of termination without resulting in any material cost or penalty to Seller. (b) No Seller and, to the Knowledge of Seller, no other party, is in material breach or default under any Material Assumed Contract. (c) Each Material Assumed Contract is in full force and effect and constitutes a legal, valid and binding obligation of Seller and, to the Acquired Assets are bound Knowledge of Seller, of each other party thereto (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or subjectother Laws from time to time in effect relating to creditors’ rights and remedies generally and general principles of equity).

Contracts. (a) Section 3.9(a) of the Seller Disclosure Schedule sets forth an accurate and complete list as of the date hereof of each Included Contract to which any member of the Seller Group is a party, which: (i) is for the purchase or sale of materials, supplies, goods, equipment or services that involves the payment by or to the Seller Group of more than $100,000 over the life of the Contract; (ii) is for capital expenditures in excess of $100,000; (iii) is a mortgage, indenture, guarantee, loan or credit agreement, security agreement or other Contract relating to indebtedness for borrowed money, other than accounts receivables and payables in the ordinary course of the Business, and in each case having an outstanding principal amount in excess of $100,000; (iv) is a material license or other material Contract under which any member of the Seller Group has obtained a license to use the Intellectual Property of another Person (except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $100,000 under which a member of the Seller Group is the licensee or licenses granted by a customer to the Seller Group solely for the performance of a customer contract); (v) is an employment Contract; (vi) is a Contract that provides for any member of the Seller Group to act as a distributor, dealer, sales representative or authorized service Person; (vii) is a Contract that limits or purports to limit the ability of the Business to compete in any line of business or with any Person or in any geographic area; or (viii) is a Contract between or among the Business (as conducted through the applicable member of the Seller Group), on the one hand, and any other member of the Seller Group or their respective Affiliates, on the other hand. The Contracts listed in Section 3.9(a) of the Seller Disclosure Schedule are referred to in this Agreement as the “Material Contracts.” (b) Section 3.9(b) of the Seller Disclosure Schedule sets forth an accurate and complete list of each material Contract (not otherwise listed on Section 3.9(a) of the Seller Disclosure Schedule) relating to the Business or the Purchased Assets to which any member of the Seller Group is a party or by which any of the Purchased Assets is bound, including any Contract with a supplier of goods or services to the Business that either (i) constitutes a sole source of supply or (ii) is between or among the Business (as conducted through the applicable member of the Seller Group), on the one hand, and any other member of the Seller Group or their respective Affiliates, on the other hand. (c) The Seller has made available to the Purchaser an accurate and complete copy of (i) each Material Contract, provided that with respect to any Material Contract that is a Mixed Use Agreement subject to Section 2.12, the Seller has made available to the Purchaser applicable provisions of such Mixed Use Agreements, (ii) each Included Contract that has a term of greater than one year and involves expenditures or receipts in excess of $25,000 per year (other than customer purchase orders entered into in the ordinary course of business) and (iii) any Included Contract that involves capital expenditures in excess of $25,000. (d) With respect to each such Material Contract, neither any member of the Seller Group party to the Material Contract, nor, to the Seller’s Knowledge, any other party to the Material Contract is in material breach or material default under the Material Contract except for such breaches or defaults as to which requisite waivers or consents have been obtained or as set forth on Section 3.9(d) of the Seller Disclosure Schedule. Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xion Section 3.9(d) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries of the material terms of which are set forth in Schedule 3.12), the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, any: (a) covenant not to compete or other covenant of the Seller Disclosure Schedule, each Material Contract is enforceable as to the applicable member of the Seller Group party thereto in accordance with its terms except to the extent it has previously expired in accordance with its terms and subject to (i) limiting or restricting Laws of general application relating to bankruptcy, insolvency and the developmentrelief of debtors, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or and (ii) limiting or restricting the ability rules of the Seller from entering into any market or line of business or competing with any Person in connection with the Business; (b) Contracts with any Affiliate of the Seller or any ManagerLaw governing specific performance, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or injunctive relief and other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound or subjectequitable remedies.

Contracts. (a) Schedule 2.10 sets forth a true, complete and correct list of all Material Contracts relating to the Business (except for customer contracts which are provide for revenues of less than $25,000 on an accrued basis per year). For purposes of this Section 2.10, a Contract (or a group of similar Contracts with the same party) is a "Material Contract" if it (i) provides for revenues or expenses anticipated to exceed $10,000 on an accrued basis per year or during the remaining term of such contract if less than a year and relates to the Business; (ii) restricts Seller's rights to compete in the Business, whether by restricting territories, customers or otherwise, in any line of business or territory; (iii) is a partnership, joint venture or other similar contract arrangement or agreement; (iv) relates to indebtedness (including any guarantees of payment for borrowed money) or is a capital lease; (v) constitutes or creates obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any Person; (vi) contracts for the employment of any officer, individual employee or other Person on a full-time or consulting basis or any severance agreements; (vii) provides for a lease under which Seller is lessor of or permits any third party to hold or operate any property, real or personal, which constitutes Purchased Assets; (viii) contracts with any Governmental Agency; (ix) relates to the release or disposal of Hazardous Substances relating to the Business; (x) is or creates a commitment, obligation, agreement or Contract with respect to any sales agent, broker or distributor not cancelable without penalty upon notice of 60 days or less pursuant to which Seller must pay commissions or other compensation in connection with the sale of Seller's products; (xi) provides for the advertisement, display, or promotion of any of Seller's products or services in excess of $10,000 that cannot be canceled by Seller without payment or penalty upon notice of sixty (60) days or less; (xii) contracts with any insider, former insider or Affiliate of Seller; (xiii) is a tax-sharing agreement or contract; (xiv) requires the naming of a third party as an insured under an insurance policy; or (xv) otherwise relates to the Business and is material. True, complete and correct copies of all written Material Contracts, together with all amendments, supplements or other modifications thereto, have heretofore been delivered or otherwise made available to Buyer for review. The Material Contracts are in full force and effect, constitute legal, valid and binding obligations of the respective parties thereto, and are enforceable in all material respects in accordance with their respective terms and will continue to be the valid and enforceable following the Closing. Seller has, in all material respects, performed all of the obligations required to be performed by it to date, and there exists no default, or any event which upon the giving of notice or the passage of time, or both, would give rise to a claim of a default in the performance by Seller or, to the Knowledge of Seller or Seller Shareholder, any other party, of their respective obligations under any Material Contract. Except as set forth in on Schedule 1.01(a)(v2.10 under the heading "Required Consents" (the "Required Consents"), Schedule 1.01(a)(xi) and Schedule 3.12 (orno consent or approval by, in the case of oral Contracts or oral Grain Contractsany notification or filing with, true and complete summaries of the material terms of which are set forth in Schedule 3.12), the Seller is not a any party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, any: (a) covenant not to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person Material Contract is required in connection with the Business; (b) Contracts with any Affiliate execution, delivery and performance by Seller of this Agreement or the consummation by Seller of the Seller or any ManagerTransactions. There are no renegotiations or, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage Knowledge of Seller, attempts to negotiate or warehousing of outstanding rights to renegotiate any Inventory material amount to be paid or products of the Business, payable to or the charter by Seller and Seller has not waived or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of released any Indebtedness of rights under any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound or subjectMaterial Contract.

Contracts. Except as set (a) Disclosure Schedule Section 3.05(a) sets forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries all of the material terms of following Contracts (other than Contracts which are set forth in Schedule 3.12), the Excluded Assets) to which Seller is not a party related to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by the Stations as of the date hereof or to which any an Affiliate of Seller is a party that is used with respect to the Stations as of the Acquired Assets are bound or subject or which are material to the conduct of the Business date hereof (collectively, the each a “ContractsMaterial Assumed Contract”) including, without limitation, any:): (a) covenant not to compete or other covenant of the Seller (i) limiting any Contract for the sale of broadcast time for advertising or restricting other purposes for cash that (A) was not made in the development, manufacture, marketing, distribution ordinary course of business consistent with past practices or (B) has more than twelve (12) months remaining in its term; (ii) any Contract relating to Program Rights; (iii) any Contract involving the purchase or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the BusinessReal Property; (biv) Contracts with any Affiliate Contract entered into after January 1, 2016 relating to the acquisition or disposition of any material portion or any material asset of the Seller Stations (whether by merger, sale of stock, sale of assets or any Manager, officer, or employee of the Seller (excluding the Buyerotherwise); (cv) continuing any Contract for the future purchase involving construction, architecture, engineering or price other agreements relating to uncompleted construction projects, in each case that involve payments in excess of commodities, raw materials, supplies or equipment$30,000; (dvi) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) any mortgage, pledge, pledge or security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation trust or other instrument, in any case, instrument granting an Encumbrance a Lien (other than Permitted Liens) upon any of the Acquired AssetsPurchased Asset, other than those that will be paid off at Closing; (gvii) collective bargaining any Contract involving a partnership, joint venture or similar agreement or other Contract with any labor union or association representing employeesanother party; (hviii) Contracts any Contract involving compensation to any employee, independent contractor, or consultant in excess of $30,000 per year (provided, however, that for (i) the purchase or lease purposes of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitationthis Section 3.05(a)(viii), the Real Propertyterm Contract shall not include at-will Contracts) and any Contract providing for post-employment or post- consulting liabilities or obligations (including severance pay); (iix) Contracts regarding the Release, transportation any Contract involving any labor agreement or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Lawscollective bargaining agreement; (jx) Contracts establishing any Contract that contains a covenant restricting the ability of Seller to compete in any business or creating with any partnership, joint venture, limited liability company, limited liability partnership Person or similar entityin any geographic area in which the Stations operate; (kxi) Contracts to make any capital expenditures Contract that is a local marketing agreement, joint sales agreement or capital additions or improvementssimilar agreement; (lxii) any Contract with a Governmental Authority (other than ordinary course Contracts with Governmental Authorities as a customer that provide for payments or potential payments that do not exceed $25,000 in the aggregate in any year) which imposes any material obligation or restriction on Seller; (xiii) any Contract relating to the storage or warehousing of any Inventory or products use of the Business, or the charter or purchase of transportation or shipping servicesStations’ digital bit stream; (mxiv) guarantees or any Contract relating to Internet web sites; (xv) all other Contracts in respect (including all programming Contracts) that involve the cash payment or potential cash payment, pursuant to the terms of any Indebtedness of any Person; or (n) any other Contract such Contract, by or to which Seller of more than $25,000 per year that cannot be terminated within thirty (30) days after giving notice of termination without resulting in any material cost or penalty to Seller; and (xvi) the Assumed Shared Contracts. (b) Except as set forth on Disclosure Schedule Section 3.05(b), neither Seller nor Seller, as applicable, is in material default under, has received written notice of any material default under or has failed to perform any of its material obligations under any of the Acquired Assets are bound Material Assumed Contracts to which it is a party, and to the Knowledge of Seller, there is no material default or subjectmaterial failure to perform any obligation by another party, either pending or threatened, with respect to such Material Assumed Contracts. Except as set forth on Disclosure Schedule Section 3.05(b), neither Seller nor Seller, as applicable, has been notified (or otherwise has Knowledge of the fact) that any other party to any such Material Assumed Contract intends to terminate, cancel, withdraw, repudiate, modify or amend any such Material Assumed Contract. (c) Each Material Assumed Contract is in full force and effect and constitutes a legal, valid and binding obligation of Seller, as applicable, and, to the Knowledge of Seller, of each other party thereto (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other Laws from time to time in effect relating to creditors’ rights and remedies generally and general principles of equity). (d) Except as set forth on Disclosure Schedule Section 3.05(a), Seller has made available to Buyer accurate and complete copies of all Material Assumed Contracts required to be listed on Disclosure Schedule Section 3.05(a), and all amendments thereto.

Contracts. (a) Except as set forth in Schedule 1.01(a)(vfor this Agreement and a Company Plan (other than Company Employee Agreements required to be listed pursuant to Section 4.15(a)(vii)), Schedule 1.01(a)(xiSection 4.15(a) of the Company Disclosure Letter sets forth a true and Schedule 3.12 complete list, as in effect as of the date of this Agreement, of the Contracts that is of a type described below to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their properties or assets is bound (orsuch Contracts as described in this Section 4.15(a), collectively, the “Material Contracts”): (i) any Contract has been or that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) any Contract containing any covenant, commitment or other obligation (A) limiting in any material respect the right of the Company or any of its Subsidiaries to (1) compete with any Person or engage in any line of business or in any geographic area, (2) obtain products or services from any Person or (3) set prices and terms for the provision, sale, lease or license of its products, services or technologies with any Person, in the case of oral Contracts clause (3), except for the prices and terms expressly set forth therein with respect to the products, services or oral Grain Contractstechnologies provided, true and complete summaries sold, leased or licensed thereunder, or (B) otherwise prohibiting or limiting in any material respect the right of the material terms Company or any of which are set forth in Schedule 3.12its Subsidiaries to sell, distribute or manufacture any products or services (including sole source, single-source, exclusivity, minimum purchase or sale, “take or pay” and “most favored nations” provisions), except in each case for any such Contract that may be cancelled without penalty by the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument Company or any other binding obligation of its Subsidiaries upon notice of 60 days or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, any: (a) covenant not to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Businessless; (biii) any Contracts with any Affiliate that provide for annual minimum payments or receipts (other than milestone, royalty or similar payments or other contingent payments) in excess of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer)$1,000,000; (civ) continuing Contract any Contracts relating to indebtedness for the future purchase or price of commodities, raw materials, supplies or equipmentborrowed money; (dv) Contracts with distributors any Contract (A) that provides for the acquisition or other sales representativedisposition after the date of this Agreement of any assets or any businesses (whether by merger, customers sale of stock, sale of assets or suppliersotherwise) outside the ordinary course of business, (B) has outstanding any purchase price adjustment, “earn-out,” material payment or similar obligations or (C) has outstanding any obligations the primary purpose of which is to indemnify another Person; (evi) managementany Contracts to which (A) the Company or any of its Subsidiaries has continuing milestone or similar contingent payments obligations, employment, service, consulting, severance including upon the achievement of regulatory or commercial milestones or payment of royalties or other amounts calculated based upon any revenues or income of the Company or its applicable Subsidiary, in each case, that could result in payments in excess of $1,000,000, and in each case, excluding indemnification and performance guarantee obligations provided for in the ordinary course of business; or (B) the Company or any of its Subsidiaries have uncompleted performance obligations in any material respect relating to any research, development and/or collaboration programs or pre-clinical and/or clinical trials and studies; (vii) any Company Employee Agreement pursuant to which the applicable Company Employee receives annual cash compensation (including salary and target annual cash bonus and target commissions) of $200,000 or more; (viii) any Contracts pursuant to which the Company leases or subleases any material real property; (ix) any Contracts relating to any material joint venture, partnership or similar type agreements or arrangements; (x) any (A) IP Contract, (B) any Contract involving the joint development of material Intellectual Property with a third party, and (C) any Contract involving the acquisition, transfer or development of material Company Intellectual Property (other than Contracts with current or former employees, vendors, service providers or independent contractors on the BuyerCompany’s or its Subsidiaries’ form agreements made available to Parent); (fxi) mortgage, pledge, security any Contract that is a coexistence agreement, deed of trust, loan settlement agreement, credit a covenant not to sue or a similar agreement, indenture, conditional sale in each case under which the Company or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assetsits Subsidiaries are restricted in their right to use, enforce or register any Intellectual Property or Intellectual Property Rights; (gxii) collective bargaining agreement or other any Contract with any labor union or association representing employeesa related person (as defined in Item 404 of Regulation S-K of the Securities Act) that would be required to be disclosed in the Company SEC Documents but has not been disclosed; (hxiii) Contracts for any Contract under which the Company or any of its Subsidiaries has, directly or indirectly, made any loan, capital contribution to, or any other investment in, any Person (i) other than the purchase Company or lease any of any real its Subsidiaries, and other than investments in marketable securities or personal property or (ii) advances to Company Employees in the sale or lease by the Seller ordinary course of any real or personal property (including, without limitation, the Real Propertybusiness); (ixiv) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts Contract relating to the storage or warehousing settlement of any Inventory or products material Action; and (xv) to the extent not otherwise covered by the foregoing clauses (i) through (xiv), any Contract involving the payment by the Company and its Subsidiaries of more than $1,000,000 in the aggregate during the 12 months ended June 30, 2025. (b) Each Material Contract is valid and binding on the Company and each of its Subsidiaries party thereto and, to the knowledge of the BusinessCompany, 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 that would not, individually or in the aggregate, have a Material Adverse Effect. Except as would not, individually or in the aggregate, have a Material Adverse Effect, there is no default under any Material Contract by the Company or any of its Subsidiaries party thereto or, to the knowledge of the Company, any other party thereto, and no event has occurred that with the lapse of time or the charter giving of notice or purchase both would constitute a default thereunder by the Company or any of transportation or shipping services; (m) guarantees or other Contracts in respect its Subsidiaries party thereto or, to the knowledge of any Indebtedness of any Person; or (n) the Company, any other Contract by or party thereto. The Company has made available to which any Parent true and complete copies of all Material Contracts as in effect as of the Acquired Assets are bound or subjectdate of this Agreement.

Contracts. Except as (a) Section 2.11(a) of the Disclosure Schedule (arranged in subsections corresponding to the subsections set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xibelow) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries lists each of the material terms of which are set forth in Schedule 3.12), the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement following Contracts (oral or writtenx) by or to which any of the Acquired Purchased Assets are bound or subject (y) to which Seller is a party or by which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, any: (a) covenant not to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person it is bound in connection with the Business; (b) Contracts with any Affiliate of Business or the Seller or any ManagerPurchased Assets, officer, or employee of the Seller (excluding the Buyer); Cupertino Lease (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property);“Material Contracts”): (i) Contracts regarding relating to the Releaseemployment or engagement of any Business Employees or Business Contractors (other than at-will agreements, transportation or disposal of Hazardous Materialsterminable at any time without the requirement to pay any severance), including any retention severance, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Lawschange of control arrangement; (jii) Contracts establishing (other than with respect to any Employee Benefit Plan) with any current or creating former officer, manager, director or employee of Seller, or any partnership, joint venture, limited liability company, limited liability partnership Affiliate of Seller or similar entityany such Person; (kiii) Contracts to make with any capital expenditures labor union, organization or capital additions or improvementsassociation representing any employee; (liv) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping servicescapital expenditures; (mv) guarantees Contracts entered into within the last [* * *] relating to the acquisition or disposition of any equity interests in, or, except in the Ordinary Course, assets of any Person, other than with respect to any Employee Benefit Plan; (vi) Contracts creating or otherwise related to any joint venture or partnership; (vii) Contracts which: (A) restrict the ability of Seller to engage in any line or type of business or restrict Seller from competing with any Person or in any geographical area; (B) commit Seller to an exclusive arrangement or relationship with any Person; or (C) contain non-solicitation provisions restricting Seller; (viii) Contracts which involve or provide for any right of first refusal, right of first offer, preferred pricing (including “most favored nation”), performance guarantees, minimum referral volumes, rebates, discounts, or incentive or volume purchase credits; (ix) Contracts relating to any Indebtedness related primarily or exclusively to the Business or secured by any of the Purchased Assets (other than accounts payable to trade creditors in the ordinary and usual course of business consistent with past custom and practice), including credit facilities, letters of credit, promissory notes, security agreements, and other credit support arrangements, and Contracts under which Seller has imposed or incurred a Lien other than a Permitted Lien on any of its assets; (x) Contracts relating to any loan (other than accounts receivable from trade debtors in the ordinary and usual course of business consistent with past custom and practice) or advance to (other than Ordinary Course travel allowances to the employees of Seller), or investments in, any Person by Seller; (xi) Contracts relating to any guarantee or other Contracts contingent Liability in respect of any Indebtedness of any Person; orPerson (other than the endorsement of negotiable instruments for collection in the ordinary and usual course of business consistent with past custom and practice); (nxii) all franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts, other than any Non-Material Contracts; (xiii) all Contracts with a Top Customer, other than any Non-Material Contracts; (xiv) all Contracts with a Top Supplier, other than any Non-Material Contracts; (xv) all Contracts, loans and/or lease arrangements involving, directly or indirectly, any rebates, commissions, or promotional allowances to or from any Affiliate or to or from any customer, supplier, employee or agent of Seller, other than any Employee Benefit Plans or any Non-Material Contracts; (xvi) all other Contracts which involve the receipt or payment of an amount in excess of $[* * *] in any [* * *] period, other than any Employee Benefit Plans or any Non-Material Contracts; and (xvii) any other Contract by which is material to the Business, and which has not previously been disclosed pursuant to this Section 2.11(a), other than any Intellectual Property Agreements or to which any Non-Material Contracts. (b) True and complete copies of the Acquired Assets items required to be set forth in Section 2.11(a) of the Disclosure Schedule have previously been provided to Purchaser by Seller. [* * *], all of the Assigned Contracts shall, following the Closing, be enforceable by Purchaser and, to the Knowledge of Seller, binding on the other parties thereto, without the Consent of any Person. [* * *] is [* * *], and [* * *] has [* * *], with the [* * *], would [* * *], under [* * *] or any [* * *] owed by [* * *], and, [* * *], no [* * *] which, with the [* * *], would [* * *] by any [* * *] to [* * *]. [* * *], subject to the [* * *], and, to the [* * *], is not subject to [* * *]. There are bound or subjectno [* * *] or, to [* * *], [* * *] under [* * *]. [* * *] and, to the [* * *], each [* * *] is in [* * *] under [* * *]. (c) Seller is not party to any Government Contracts and has not been party to any Government Contracts at any point during the prior [* * *].

Contracts. (a) Part 2.10 of GEOSURE Disclosure Schedule identifies each Contract of GEOSURE or any of the other Acquired Entities material to the Acquired Entities, considered as a whole (each a "Material GEOSURE Contract"), including the following (to the extent material): (i) each GEOSURE Contract relating to the employment of, or the performance of services by, any employee, consultant or independent contractor; (ii) each GEOSURE Contract relating to the acquisition, transfer, use, development, sharing or license of any Proprietary Asset; (iii) each GEOSURE Contract imposing any material restriction on any Acquired Entity's right or ability (A) to compete with any other Person, (B) to acquire any product or other asset or any services from any other Person, to sell any product or other asset to or perform any services for any other Person or to transact business with any other Person, or (C) develop or distribute any technology; (iv) each GEOSURE Contract creating or involving any agency relationship, distribution arrangement or franchise relationship; (v) each GEOSURE Contract relating to the creation of any Encumbrance with respect to any asset of any of the Acquired Entities; (vi) each GEOSURE Contract involving or incorporating any guaranty, any pledge, any performance or completion bond, any indemnity or any surety arrangement; (vii) each GEOSURE Contract creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses, costs or liabilities; (viii) each GEOSURE 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); (ix) any other GEOSURE Contract that was entered into by any Acquired Entity outside the ordinary course of business or was inconsistent with any such Acquired Entity's past practices; (b) The Acquired Entities have delivered to VISTA accurate and complete copies of all written Contracts identified in Part 2.10 of GEOSURE Disclosure Schedule, including all amendments thereto. Each Contract identified in Part 2.10 of GEOSURE Disclosure Schedule is valid and in full force and effect, and is enforceable by the Acquired Entities in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (c) Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xiPart 2.10 of GEOSURE Disclosure Schedule: (i) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries of the material terms of which are set forth in Schedule 3.12), the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any none of the Acquired Assets are bound Entities has materially violated or subject breached, or which are committed any material default under, any GEOSURE Contract, and, to the conduct best of the Business (collectivelyknowledge of GEOSURE, the “Contracts”) includingno other Person has materially violated or breached, without limitationor committed any material default under, any:any GEOSURE Contract; (aii) covenant not to compete or other covenant the best of the Seller knowledge of GEOSURE, no event has occurred, and no circumstance or condition exists, that (iwith or without notice or lapse of time) limiting will, or restricting the developmentwould reasonably be expected to, manufacture, marketing, distribution (A) result in a material violation or sale breach of any of the products provisions of any Material GEOSURE Contract, (B) give any Person the Business right to declare a default or exercise any future line extension remedy under any Material GEOSURE Contract, (C) give any Person the right to accelerate the maturity or performance of such products into other forms any Material GEOSURE Contract, or (iiD) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with give any Person in connection with the Businessright to cancel, terminate or modify any Material GEOSURE Contract; (biii) Contracts with any Affiliate since December 31, 1997, none of the Seller Acquired Entities has received any notice or other communication regarding any Manager, officermaterial violation or breach of, or employee default under, any GEOSURE Contract; and (iv) none of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price Acquired Entities has waived any of commodities, raw materials, supplies or equipment;its material rights under any Material GEOSURE Contract. (d) Contracts with distributors No Person is renegotiating any amount paid or payable to GEOSURE under any Material GEOSURE Contract or any other sales representative, customers material term or suppliers;provision of any Material GEOSURE Contract. (e) management, employment, service, consulting, severance or other similar type The Contracts identified in Part 2.10 of Contract (other than GEOSURE Disclosure Schedule collectively constitute all of the Contracts with reasonably necessary to enable the Buyer);Acquired Entities to conduct their businesses in the manner in which they are currently being conducted. (f) mortgageGEOSURE has made available to VISTA all material documentation regarding any bid, pledgeoffer, security agreementaward, deed of trust, loan agreement, credit agreement, indenture, conditional sale written proposal or title retention agreement, equipment financing obligation term sheet which has been submitted or other instrument, in any case, granting an Encumbrance upon any of received by the Acquired Assets;Entities since December 31, 1997 and which could result in an agreement that would be a Material GEOSURE Contract. (g) collective bargaining agreement or other Contract with any labor union or association representing employees;GEOSURE has made available to VISTA all material documentation regarding the Acquired Entities' current backlog under GEOSURE Contracts. (h) Contracts for (iSince December 31, 1996, except as set forth in Part 2.10(h) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (includingGEOSURE Disclosure Schedule, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which any none of the Acquired Assets are bound Entities has entered into or subjectbecome a party to a Government Contract.

Contracts. Except as set forth in (a) Section 2.20 of the Company Disclosure Schedule 1.01(a)(vlists, by reference to the applicable subsection of this Section 2.20, all material Contracts of the Company or any of its Subsidiaries (the “Listed Business Contracts”), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries of the material terms of which are set forth in Schedule 3.12), the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, any: (ai) covenant not to compete all employment or other covenant contracts (including non-competition, confidentiality, loans to employees, directors or officers, severance or indemnification agreements as well as any collective bargaining agreement or other labor union contracts or agreements) with or in respect of any employee or current or former officer or director or stockholder of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business Company or any future line extension of such products into other forms or Subsidiary; (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Businessall consulting contracts; (biii) Contracts with instruments for borrowed money (including any Affiliate of the Seller or any Managerindentures, officerguarantees, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commoditiesloan agreements, raw materialssale and leaseback agreements, supplies or equipment; (d) Contracts with distributors or other sales representativemortgages, customers or suppliers; (e) managementpledges, employmenthypothecations, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed deeds of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreementagreements, security agreements or equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Propertyobligations); (iiv) Contracts regarding agreements for acquisitions or dispositions (by merger, purchase or sale of assets or stock or otherwise) of material assets, as to which the Release, transportation Company or disposal of Hazardous Materials, any Subsidiary has continuing obligations or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Lawsrights; (jv) joint venture or partnership agreements, licensing arrangements, Contracts establishing for sharing of profits or creating any partnershipproprietary information, joint venture, limited liability company, limited liability partnership or similar entitylicensing and distribution Contracts; (kvi) purchase Contracts or agreements giving rise to make Liabilities of the Company or any capital expenditures or capital additions or improvementsSubsidiary; (lvii) Contracts relating to the storage or warehousing of any Inventory or products of the Businessguarantees, or the charter or purchase of transportation or shipping services; (m) guarantees suretyships, indemnification, contribution agreements or other Contracts sources of contingent liability in respect of any Indebtedness indebtedness or obligations of any other Person; or; (nviii) any other Contract all leases of personal property; (ix) all Contracts providing for payments by or to the Company or any Subsidiary in excess of $500,000 per year; (x) all Contracts obligating the Company or any Subsidiary to provide or obtain products or services for a period of one year or more; (xi) all Contracts containing covenants purporting to limit the Company’s or any Subsidiary’s freedom to compete with any Person or in any geographic area; (xii) all Contracts for construction or the purchase of real estate, improvements, equipment, machinery and other items which constitute capital expenditures or which involve or are reasonably expected to involve capital expenditures; (xiii) all agreements, Contracts, licenses or arrangements (a) granting or obtaining any right to use or practice any rights under any Intellectual Property (other than non-customized software subject to customary “shrinkwrap” or “click-through” type contracts) or (b) restricting the Company’s or any Subsidiary’s rights to use, practice or register any Intellectual Property, or permitting other Persons to use, practice or register any Intellectual Property owned by the Company or any Subsidiary; (xiv) any agreement or Contract not terminable or cancelable by the Company or any Subsidiary upon notice of not longer than 60 days and without liability, penalty or premium; (xv) any Contract between the Company or any Subsidiary, on the one hand, and any director, officer or Affiliate of the Acquired Assets are bound Company or subjectany Subsidiary, on the other hand; (xvi) any exclusive sales representative or exclusive distribution Contract; and (xvii) any agreement or Contract which was not made in the ordinary course of business consistent with past practice. (b) The Company has heretofore provided to Purchaser a true and complete copy of each Listed Business Contract (together with all amendments thereto). Each Listed Business Contract is a legal, valid and binding obligation of the Company or the applicable Subsidiary and, to the knowledge of the Company, the other parties thereto, enforceable against such parties in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization and similar laws affecting creditors generally and by the availability of equitable remedies. None of the Company, any Subsidiary or, to the knowledge of the Company, any other party thereto, is in default, violation or breach in any respect under any Listed Business Contract, and no event has occurred and is continuing that constitutes or with notice or the passage of time would constitute, a default, violation or breach in any respect under any Listed Business Contract.

Contracts. Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi(a) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries Section 2.10(a) of the material terms Seller Disclosure Letter sets forth a complete and correct list of each Contract to which are set forth in Schedule 3.12), the Seller or any of its Affiliates is not a party that relates to or bound by any agreementthe Acquired Assets and that is (each, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement a “Material Contract”): (oral or writteni) a Contract providing for payments by or to which any Person in excess of $100,000 over any twelve (12) month period; (ii) a Contract relating to any partnership, commercial collaboration or joint venture or other agreement involving a sharing of profits, losses, costs or Liabilities by Seller or any of the Acquired Assets are bound its Affiliates with any other Person; (iii) a Contract with any Governmental Entity, other than any MTAs or subject or which are material CTAs; (iv) a Contract relating to the conduct acquisition or disposition of any assets outside the Ordinary Course, including any securities purchase agreements, asset purchase agreements, merger agreements, business combination agreements and any earn‑out or agreement for the deferred payment of purchase price entered into in connection therewith; (v) an Assigned Contract; (vi) a Contract relating to the manufacture, storage, distribution or commercialization of the Business Transferred Products; (collectivelyvii) a Contract relating to the research or development of the Transferred Products, the excluding any NDAs, MTAs and CTAs; (viii) a Contract that is a confidentiality or non‑disclosure agreement, other than those related to business development activities (“ContractsNDAs”), material transfer (or other similar research) agreement (“MTAs”) including, without limitation, any:or clinical trial agreement (“CTAs”); (aix) a Contract relating to the testing, auditing or controlling of the Transferred Products, including any pharmacovigilance Contracts and quality Contracts; (x) a Contract that: (A) contains a covenant by Seller not to compete or other covenant otherwise limits the freedom of Seller from engaging in the Seller (i) limiting or restricting the research, ownership, operation, development, manufacture, marketing, distribution or sale commercialization of the Transferred Products; (B) grants any rights of exclusivity to any Person; (C) grants any right of first refusal, first offer, first negotiation or similar preferential right; (D) grants any “most favored customer,” Americas 92425100 “most favored supplier” or similar rights to any Person; or (E) contains a “requirements” obligation requiring Seller to purchase a designated portion of any type of material; or (xi) a Contract that is otherwise material to the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business;Acquired Assets. (b) Contracts with any Affiliate Each of the Seller Material Contracts is in full force and effect and constitutes a legal, valid and binding agreement of Seller, and to the knowledge of Seller, each other party thereto, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally, and subject to general principles of equity. Neither Seller, nor, to the knowledge of Seller, any Manager, officerother party thereto is (with or without notice or lapse of time, or employee both) in material breach or default in the performance, observance or fulfillment of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing any obligation or other instrument, covenant contained in any caseMaterial Contract, granting an Encumbrance nor does there exist any condition which upon the passage of time or the giving of notice or both, would reasonably be expected to cause such material violation of or material default under or permit the termination or modification of, or acceleration of any obligation under, any Material Contract. Seller has not given or received written or, to the knowledge of Seller, oral notice to or from any Person relating to any such actual or alleged, breach or default. Seller has not received any written or, to the knowledge of Seller, oral notice from a Third Party stating that such Third Party intends to terminate any Material Contract and Seller has not waived any right under the Material Contracts. True and complete copies of all Material Contracts including all schedules, exhibits, appendices, amendments, modifications and waivers relating thereto have been made available to Buyer, except to the extent such Material Contracts have been redacted to (i) enable compliance with Laws relating to antitrust or the safeguarding of data privacy; (ii) comply with confidentiality obligations owed to Third Parties; or (iii) exclude information not related to the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which any of the Acquired Assets are bound or subject.

Contracts. Except as (a) Section 2.16(a) of the Disclosure Schedule (with paragraph references corresponding to those set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xibelow) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, contains a true and complete summaries list of each of the material terms of following Contracts or other arrangements to which are set forth in Schedule 3.12), the Seller or a Selling Affiliate is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Purchased Assets are is bound or subject or which are material that relate to the conduct of the Business (collectivelyBusiness, the “Contracts”) including, without limitation, any: (a) covenant not to compete which Contracts or other covenant of the Seller arrangements constitute Purchased Assets: AMENDED ASSET PURCHASE AGREEMENT 42 (i) limiting (A) all material Contracts (excluding Plans) providing for a commitment of employment or restricting consultation services for a specified or unspecified term to, or otherwise relating to employment or the developmenttermination of employment of, manufactureany Employee (other than offer letters made in the ordinary course of business and employment agreements in foreign countries made in the ordinary course of business); and (B) any written or unwritten material representations, marketingcommitments, distribution promises, communications or sale courses of conduct (excluding Plans and any such Contracts referred to in clause (A)) involving an obligation of Seller to make payments in any year, other than with respect to salary or incentive compensation payments in the products ordinary course of business, to any Employee exceeding $100,000 or to any group of Employees exceeding $1,000,000 in the Business or any future line extension of such products into other forms or aggregate, and arrangements that are Retained Liabilities under Section 1.2(b)(ix); (ii) all Business Contracts with any Person containing any provision or covenant prohibiting or limiting or restricting the ability of the Seller from entering into or a Selling Affiliate to compete, directly or indirectly, with any market Person; (iii) all partnership, joint venture, shareholders, limited liability company operating agreements or line of business or competing other similar Contracts with any Person in connection with the Business; (iv) all material Contracts with distributors, dealers, value added resellers, service providers, licensors, licensees, manufacturer's representatives, sales agencies or franchises with whom Seller deals in connection with the Business; (v) all Contracts relating to material research and development or product development activities in connection with the Business; (vi) all Contracts relating to the future disposition or acquisition of any Purchased Assets, other than dispositions or acquisitions in the ordinary course of business consistent with past practice; (vii) all collective bargaining, works council or similar labor Contracts covering any Employee; (viii) leases of real property in respect of which Seller or a Selling Affiliate is the lessor or sublessor; and (ix) all other Contracts (other than Plans, the Real Property Leases and insurance policies listed in Section 2.18 of the Disclosure Schedule) with respect to the Business that (A) involve the payment or potential payment, pursuant to the terms of any such Contract, by or to Seller or a Selling Affiliate of more than $200,000 annually and (B) cannot be terminated within ninety (90) days after giving notice of termination without resulting in any cost or penalty to Seller or a Selling Affiliate, excluding open purchase orders for less than $200,000. AMENDED ASSET PURCHASE AGREEMENT 43 (b) Contracts with any Affiliate Each Contract required to be disclosed in Section 2.16(a) of the Disclosure Schedule is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, of each party thereto; and, except as disclosed in Section 2.16(b) of the Disclosure Schedule, neither Seller or a Selling Affiliate nor, to the Knowledge of Seller or a Selling Affiliate, any Manager, officerother party to such Contract is, or employee has received notice that it is, in material violation or material breach of the Seller or material default under any such Contract (excluding the Buyeror with notice or lapse of time or both, would be in material violation or material breach of or material default under any such Contract);. (c) continuing Except as disclosed in Section 2.16(c) of the Disclosure Schedule and negotiation of Contracts made in the ordinary course of business, neither Seller nor any Selling Affiliate is engaged in the negotiation of a Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts arrangement in connection with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for Business that (i) involve the purchase payment or lease potential payment, pursuant to the terms of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (includingsuch Contract, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which Seller or a Selling Affiliate of more than $200,000 annually and (B) cannot be terminated within ninety (90) days after giving notice of termination without resulting in any of the Acquired Assets are bound cost or subjectpenalty to Seller or a Selling Affiliate.

Contracts. Except as set forth Section 2.12 of the Company Disclosure Schedule lists --------- all material written agreements to which the Company is a party (other than those referred to in Schedule 1.01(a)(vSections 2.11, 2.14 and 2.20 and other than those referred to in Section 6.3 or otherwise executed in connection with this Agreement), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries of the material terms of which are set forth in Schedule 3.12), the Seller is including but not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, anylimited to: (a) covenant not any written arrangement for the provision of products or services to compete customers or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Businessthird parties; (b) Contracts with any Affiliate written arrangement for the purchase of raw materials, commodities, supplies, products or other personal property or for the Seller receipt of consulting or any Manager, officer, or employee of the Seller (excluding the Buyer)other services; (c) continuing Contract for the future purchase any written arrangement establishing a partnership, joint venture development, marketing or price of commodities, raw materials, supplies or equipmentdistribution arrangement; (d) Contracts with distributors any written arrangement under which it has created, incurred, assumed, or other sales representativeguaranteed (or may create, customers incur, assume, or suppliersguarantee) indebtedness (including capitalized lease obligations) or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (e) management, employment, service, consulting, severance any written arrangement concerning confidentiality or other similar type of Contract noncompetition (other than Contracts with standard confidentiality agreements between the BuyerCompany and any of its employees in the Ordinary Course of Business); (f) mortgage, pledge, security any agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale contract or title retention agreement, equipment financing obligation commitment that calls for fixed and/or contingent payments or other instrument, in expenditures by or to the Company (including without limitation any case, granting an Encumbrance upon any of the Acquired Assets;advertising or revenue sharing arrangement). (g) collective bargaining agreement any outstanding sales or other Contract with any labor union advertising contract, commitment or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property proposal (including, without limitation, the Real Propertyinsertion orders, slotting agreements or other agreements under which Company has allowed third parties to advertise on or otherwise be included in Company's World Wide Web sites); (h) any agreements, contracts or commitments with officers, employees, agents, consultants, advisors, salesmen, sales representatives, distributors or dealers that are not cancelable by Company "at will" and without liability, penalty or premium. (i) Contracts regarding the Releaseany employment, transportation independent contractor or disposal similar agreement, contract or commitment that is not terminable on thirty (30) days' notice or less without penalty, liability or premium of Hazardous Materialsany type, including, without limitation, severance or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws;termination pay. (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (n) any other Contract by or to which written arrangement involving any of the Acquired Assets Company Stockholders or their affiliates ("Affiliates"), as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company is not a party to any oral contract, agreement or other arrangement which, if reduced to written form, would be required to be listed in Section 2.12 of the Company Disclosure Schedule. All of the agreements referenced in the Company Disclosure Schedule to which the Company is a party are bound valid, binding, in full force and effect and enforceable by the Company in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy and other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or subjectin equity). Except as disclosed in Schedule 2.12 or 2.11 of the Company Disclosure Schedule, no such contract contains any liquidated damages, penalty or similar provision, To the Company's knowledge, no party to any such contract intends to cancel, withdraw, modify or amend such contract, agreement or arrangement. The Company is not in default under or in breach or violation of, nor, to the Company's knowledge, is there any valid basis for any claim of default by the Company under, or breach or violation by the Company of, any material provision of any contract listed on the Company Disclosure Schedule. To Company's knowledge, no other party is in default under or in breach or violation of, nor is there any valid basis for any claim of default by any other party under or any breach or violation by any other party of, any such contract.

Contracts. Except (a) Schedule 3.14(a) sets forth a complete list as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries of the material terms date hereof of which are set forth in Schedule 3.12), each of the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or following Contracts to which any of Seller Parent, the Acquired Assets are Sold Companies and the Asset Sellers is a party or by which any of them is bound in respect of the Business, or subject or by which are material to the conduct any Sold Company is bound regardless of whether in respect of the Business (collectively, the “Material Contracts”) including, without limitation, any:): (a) covenant not to compete or other covenant of the Seller (i) limiting any Contract involving the expenditure by any of Seller Parent, the Sold Companies or restricting the developmentAsset Sellers in respect of the Business of more than $1,500,000 in any instance, manufactureexcluding any such Contracts that are terminable by Seller Parent, marketingthe Sold Companies or the Asset Sellers, distribution as applicable, without penalty on not more than 90 days’ notice; (ii) indentures, mortgages, loan agreements, capital leases, security agreements, or sale other agreements relating to Indebtedness of the Business in excess of $1,500,000; (iii) partnerships, joint ventures, profit sharing, teaming or similar Contracts pursuant to which any of the products of the Business Sold Companies is a party or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with which relate to the Business; (biv) Contracts (A) that contain any non-competition or most-favored nations provisions or (B) that limit or restrict either the type of business in which Sellers and its Subsidiaries (with respect to the Business) may engage or the manner or locations in which any Affiliate of them may so engage; (v) Contracts for (A) the sale of any portion of the Seller business, properties or any Manager, officer, or employee assets of the Seller Business other than in the ordinary course of the Business, (excluding B) the Buyergrant to any Person of any preferential rights to purchase any of Business properties or assets or (C) the acquisition by the Business of any operating business, properties or assets, whether by merger, purchase or sale of stock, equity interests or assets or otherwise (other than Contracts for the purchase of inventory or supplies entered into in the ordinary course of the Business); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (lvi) Contracts relating to the storage Business IP, including the Business IP Licenses; (vii) all Real Estate Leases; (viii) Contracts with the ten (10) largest distributors, resellers or warehousing sales representatives (by dollar volume), taken as a whole, of the Business; (ix) Contracts with Top Customers or Top Suppliers; (x) Contracts relating to any single or series of related capital expenditures pursuant to which the Business has future financial obligations in excess of $10,000,000; (xi) Contracts continuing to be effective after the Closing between (A) any of Seller Parent (in respect of the Business), the Sold Companies or the Asset Sellers (in respect of the Business), on the one hand, and any of Seller Parent, any Affiliate of Seller Parent, any Seller or any Subsidiaries of any Inventory of the Sellers (excluding the Sold Companies), on the other, or products (B) any director, officer, employee, Affiliate or shareholder, on the one hand, and any of Seller Parent (in respect of the Business), the Sold Companies or the Asset Sellers (in respect of the Business), on the other hand (except for compensation and benefits received in the ordinary course of business by employees, directors or consultants of the Business, or the charter or purchase of transportation or shipping services;consistent with past practice) (each such Contract, a “Related Party Contract”); and (m) guarantees or other Contracts in respect of any Indebtedness of any Person; or (nxii) any other Contracts that are material to the Business taken as a whole. (b) Except as set forth on Schedule 3.14(b) or as would not, individually or in the aggregate, reasonably be expected to be material to the Business, each Material Contract is in full force and effect, and is a valid and binding agreement of Seller Parent or the applicable Sold Company or the applicable Asset Seller, enforceable against Seller Parent or such Sold Company or Asset Seller in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and an implied covenant of good faith and fair dealing. Except as set forth on Schedule 3.14(b) or as would not, individually or in the aggregate, reasonably be expected to be material to the Business, no Sold Company or Seller is in default or breach of any Material Contract and, to the Knowledge of Seller Parent, no condition exists or event has occurred that (whether with or without notice or lapse of time or both) would constitute a default or breach by any party to a Material Contract under such Material Contract. None of Seller Parent, any Sold Company or any Asset Seller has received any notice of termination or cancellation under any Material Contract, received any notice of breach or default under any Material Contract or granted to which any third party any rights, adverse or otherwise, that would constitute a breach of any Material Contract. A true, correct and complete copy of each Material Contract, and all amendments, exhibit and schedules thereto (or a written description of the Acquired Assets are bound material terms of any such oral Material Contract), has been provided or subjectmade available by Seller Parent (or Seller Parent has caused such copy or description to be provided or made available) to the Buyer prior to the date of this Agreement.

Contracts. Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi(a) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries Section 5.19 of the material terms Disclosure Schedule sets forth a complete and accurate list of all Contracts in effect as of the Closing Date (i) (A) to which are set forth in Schedule 3.12)the Company or the Subsidiary is a party, (B) by which the Seller is not a party to Company or bound by any agreement, contract, lease, option, license, commitment, instrument the Subsidiary or any other binding obligation of its respective assets or arrangement properties are or may become bound or under which the Company or the Subsidiary has, or may become subject to, any obligations or (oral C) under which the Company or writtenthe Subsidiary has or may acquire any right or interest and (ii) by or to which fall within any of the Acquired Assets are bound or subject or which are material to the conduct of the Business following categories (collectively, the “Material Contracts”) including, without limitation, any:): (a) covenant not to compete or other covenant of the Seller (i) limiting Contracts involving the annual payment or restricting the development, manufacture, marketing, distribution or sale receipt of any of the products of the Business or any future line extension of such products into other forms or more than One Hundred Thousand U.S. Dollars (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business; (b) Contracts with any Affiliate of the Seller or any Manager, officer, or employee of the Seller (excluding the BuyerUS$100,000); (cii) continuing Contract for Contracts not terminable by the future purchase Company or price of commoditiesthe Subsidiary, raw materialsas applicable, supplies without penalty upon thirty (30) days or equipmentless prior notice; (diii) Contracts with distributors providing for the employment, retention, bonus, severance, consulting or other sales representativeservice relationship with any Company Employee or any current or former officer, customers director, consultant or suppliersother Person requiring compensation by the Company or the Subsidiary; (eiv) managementContracts governing Indebtedness or any guarantee thereof, employment, service, consulting, severance or other similar type the imposition of Contract a Lien on any assets of the Company or the Subsidiary; (v) All material licensing agreements with third parties pursuant to which the Company or the Subsidiary grants or obtains the right to use or exploit Intellectual Property (other than Contracts with the Buyeragreements granting rights to use readily available commercial Software); (fvi) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale All real property leases or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property similar agreements (including, without limitation, domicile agreements) of the Real PropertyCompany or the Subsidiary or relating to their respective businesses; (vii) Contracts establishing joint ventures or partnerships constituting a portion of the Company’s or the Subsidiary’s business; (viii) Research and development contracts; (ix) Contracts between the Company or the Subsidiary and any Related Person; (x) Contracts relating to consulting services or information technology. (xi) All powers of attorney or similar Contracts involving the Company or the Subsidiary (other than powers of attorney entered into in the Ordinary Course of Business with the Company’s or the Subsidiary’s patent agents and law firms and their lawyers); (ixii) All Contracts regarding under which the Release, transportation or disposal of Hazardous Materials, Company or the clean-up, abatement or other action relating Subsidiary agrees to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to the storage or warehousing of any Inventory or products of the Business, or the charter or purchase of transportation or shipping services; (m) guarantees or other Contracts in respect of any Indebtedness of indemnify any Person; orand (nxiii) Contracts that purport (whether as of the Closing Date or on a contingent basis) to (A) limit, curtail or restrict the ability of the Company or the Subsidiary to compete in any geographic area or line of business, (B) restrict the Persons to whom the Company or the Subsidiary may sell products or deliver services or require exclusive dealings, or (C) restrict the Persons with whom the Company or the Subsidiary may solicit or hire for employment. (b) Each Material Contract is legal, valid and binding and enforceable against the Company or the Subsidiary, as applicable, and to the Knowledge of the Sellers, against each party thereto, in each case, in accordance with the express terms thereof. There does not exist under any Material Contract any violation, breach or event of default, or alleged violation, breach or event of default, or event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder on the part of the Company or the Subsidiary or, to the Knowledge of the Sellers any other party thereto. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. Neither the Company nor the Subsidiary has waived any of its respective material rights under any Material Contract. Sellers have delivered to Purchaser and Parent true, correct and complete copies of all of the Material Contracts. (c) Except as expressly contemplated under this Agreement, neither the Company nor the Subsidiary is contemplating any modification, waiver or termination of any Material Contract. No Material Contract by is terminable or cancelable as a result of the Transactions. (d) There are no non-competition or non-solicitation agreements or any similar agreements or arrangements that could restrict or hinder the operations or conduct of the business of the Company or the Subsidiary or the use of its properties or assets or any “earn-out” agreements or arrangements (or any similar agreements or arrangements) to which any of the Acquired Assets are Sellers or the Company or the Subsidiary is a party or may be subject or bound or subject(other than pursuant to the Transaction Documents).