Common use of Material Contracts Clause in Contracts

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real Property.

Material Contracts. (a) Except for this Agreement, The Company has made available to Parent a true and complete copy of each Contract to which the Company Benefit Plans and agreements filed as exhibits to or any of the Company SEC Documents, Subsidiaries is a party as of the date of this Agreement, neither or by which the Company, any of the Company nor Subsidiaries or any of its Subsidiaries their respective properties or assets is a party to or bound by: as of the date of this Agreement, which (i) any is a “material contract” (as such term is defined in within the meaning of Item 601(b)(10) of Regulation S-K of promulgated by the SEC); ; (ii) any Contract that (A) expressly imposes any material restriction on the right or ability contains covenants of the Company or any of its the Company Subsidiaries not to compete or engage in any line of business or compete with any other person Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or acquire would bind Parent or dispose its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any of the securities of Company Subsidiaries has entered into a partnership or joint venture with any other person Person (other than the Company or (Bany of the Company Subsidiaries) contains an exclusivity or “most favored nation” clause that restricts is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any of its Subsidiaries in a material manner; portion thereof) or (iiiB) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of its Subsidiaries the type described in an amount in excess of $25 million; clauses (i) through (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating of this Section 3.22(a) is referred to the formation, creation, operation, management or control herein as a “Material Contract.” Section 3.22(a) of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company Disclosure Schedule sets forth a true and its Subsidiaries or among the Company’s Subsidiaries;complete list of each Material Contract. (vb) any Each Material Contract expressly limiting is (assuming due power and authority of, and due execution and delivery by, the other party or restricting the ability parties thereto) a valid and binding obligation of the Company or the Company Subsidiaries party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company Subsidiaries nor, to the knowledge of the Company, any other party is in material breach of or in material default under any Material Contract, and no event has occurred that, with the lapse of its Subsidiaries in excess time or the giving of $25 million; and (vii) notice or both, would constitute a default thereunder by any material lease or sublease with respect to a Company Leased Real Propertyparty thereto.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the date of this Agreementhereof, neither the Company nor any of its Subsidiaries is a party to or bound byby any agreement, lease, easement, license, contract, note, mortgage, indenture or other legally binding obligation (“Contract”) that: (i) any would be required to be filed by the Company as a “material contract” (as such term is defined in Item item 601(b)(10) of Regulation S-K of the SEC); (ii) includes any Contract that continuing or other contingent payment obligations (including any “earn-out” or indemnification obligations) arising in connection with the acquisition or disposition by the Company or any of its Subsidiaries of any business which payment obligations are or would reasonably be expected to be material to the Company; (iii) (A) expressly imposes limits in any material restriction respect either the type of business in which the Company or its Subsidiaries (or in which Parent or any of its Subsidiaries after the Effective Time) may engage or the manner or locations in which any of them may so engage in any business (including through “non-competition” or “exclusivity” provisions), (B) would require the disposition of any material assets or line of business of the Company or its Subsidiaries or, after the Effective Time, Parent or its Subsidiaries or (C) grants “most favored nation” status with respect to any material obligations that, after the Effective Time, would apply to Parent or any of its Subsidiaries, including the Company and its Subsidiaries; (iv) (A) is an indenture, loan or credit Contract, loan note, mortgage Contract or other Contract representing, or any guarantee of, indebtedness for borrowed money of the Company or any Subsidiary of the Company in excess of $100 million or (B) is a guarantee by the Company or any of its Subsidiaries of such indebtedness of any person other than the Company or a wholly-owned Subsidiary of the Company in excess of $100 million; (v) grants (A) rights of first refusal, rights of first negotiation or similar pre-emptive rights, or (B) puts, calls or similar rights, to any person (other than the Company, a wholly-owned Subsidiary of the Company or a wholly-owned Subsidiary of the MLP) with respect to any asset that is material to the Company; (vi) was entered into to settle any material litigation and which imposes material ongoing obligations on the right Company or any of its Subsidiaries; (vii) limits or restricts the ability of the Company or any of its Subsidiaries to compete with any declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannerequity interests; (iiiviii) any mortgageis a material partnership, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement company, joint venture or other similar Contract agreement or arrangement relating to the formation, creation, operation, management or control of any joint venturepartnership, partnership or limited liability companycompany or joint venture in which the Company owns, directly or indirectly, any voting or economic interest of 15% or more and has invested or is contractually required to invest in excess of $100 million, other than with respect to any such Contract solely between wholly-owned Subsidiary of the Company and its Subsidiaries or among wholly-owned Subsidiary of the Company’s SubsidiariesMLP; (vix) relates to the acquisition or disposition of any Contract expressly limiting business or restricting assets (other than the ability purchase and sale of crude oil and products in the ordinary course of business consistent with past practice) pursuant to which the Company or any of its Subsidiaries to make distributions has any liability in excess of $100 million in any transaction or declare or pay dividends in respect series of their capital stock, partnership interests, membership interests or other equity interests, as the case may berelated transactions; (vix) (A) is a material joint operating agreement (JOA) or (B) defines any acquisition material area of mutual interest (AMI); or (xi) is a Contract that contains required to be set forth on Section 3.21(a)(xi) of the Company Disclosure Schedules. (b) Each such Contract described in clauses (i) through (x) above is referred to herein as a “earn out” Material Contract”. Each Material Contract is a valid and legally binding obligation of the Company and its Subsidiaries as applicable and, to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable by the Company or the applicable Subsidiary, in each case, subject to Creditors’ Rights, except as would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, and neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any other contingent payment obligationsparty to a Material Contract is in breach or violation of any provision of, or remaining indemnity in default under, any Material Contract, and no event has occurred that, with or similar obligationswithout notice, lapse of time or both, would constitute such a breach, violation or default, except for breaches, violations or defaults that could would not, individually or in the aggregate, reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to have a Company Leased Real PropertyMaterial Adverse Effect. A copy of each Material Contract has previously been delivered to Parent.

Material Contracts. Except as expressly disclosed in Section 1(h) of the Perfection Certificate as of the Second Amendment Effective Date, no Loan Party is (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to any contract which has had or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result have a Material Adverse Effect or (b) in payments after default in the date hereof performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (x) any contract to which it is a party or by the Company or which any of its Subsidiaries assets or properties is bound, which default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or result in liabilities in excess of $25 million; and 100,000 or (y) any Material Contract. Except for the contracts and other agreements listed in Section 1(h) of the Perfection Certificate, no Loan Party is party, as of the Second Amendment Effective Date, to any (i) employment agreements covering the management of any Loan Party, (ii) collective bargaining agreements or other labor agreements covering any employees of any Loan Party, (iii) agreements for managerial, consulting or similar services to which any Loan Party is a party or by which it is bound, (iv) agreements regarding any Loan Party, its assets or operations or any investment therein to which any of its equity holders is a party, (v) patent licenses, trademark licenses, copyright licenses or other lease or license agreements to which any Loan Party is a party, either as lessor or lessee, or as licensor or licensee, (vi) distribution, marketing or supply agreements to which any Loan Party is a party, (vii) customer agreements to which any material lease or sublease Loan Party is a party (in each case with respect to any contract of the type described in the preceding clauses (i), (iii), (iv), (v), (vi) and (vii) requiring payments by or to any Loan Party of more than $2,500,000 in the aggregate in any Fiscal Year), (viii) partnership agreements to which any Loan Party is a Company Leased Real Propertypartner, limited liability company agreements to which any Loan Party is a member or manager, or joint venture agreements to which any Loan Party is a party, (ix) real estate leases, (x) any Service Contract that has been assigned an Orderly Liquidation Value pursuant to an appraisal of Service Contracts delivered pursuant to this Agreement or (xi) any other contract to which any Loan Party is a party, in each case with respect to this clause (xi) the breach, nonperformance or cancellation of which, could reasonably be expected to have a Material Adverse Effect (each such contract and agreement, described in the preceding clauses (i) to (xi), a “Material Contract”). The Material Contracts listed in the Perfection Certificate are in full force and effect and there are no events of defaults thereunder or any event which with notice or passage of time, or both, would constitute an event of default thereunder.

Material Contracts. (a) Except for this Agreement, Section 6.19 of the Company Benefit Plans Aon Disclosure Letter contains a complete and agreements filed as exhibits to the Company SEC Documentscorrect list, as of the date of this Agreement, neither the Company nor of each Contract described below in this Section 6.19(a) under which Aon or any Aon Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of its Subsidiaries their respective properties or assets is a party subject, in each case as of the date of this Agreement (all Contracts of the type described in this Section 6.19(a) being referred to or bound by:herein as the “Aon Material Contracts”): (i) any partnership, joint venture, strategic alliance or collaboration Contract which is material to Aon and its Subsidiaries, taken as a whole; (ii) any Contract that (A) purports to materially limit (1) the material lines of business of Aon and its Subsidiaries (including, after the Effective Time, WTW and its Subsidiaries) or (2) the geographic area in which any of them may so engage in such business or (B) would require the disposition of any material assets or material line of business of Aon and its Subsidiaries (including, after the Effective Time, WTW and its Subsidiaries taken as a whole) as a result of the consummation of the Transactions; (iii) each acquisition or divestiture Contract or licensing agreement that contains representations, covenants, indemnities or other obligations (including “earn-out” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $50 million in the twelve (12) month period following the date hereof; (iv) each Contract relating to outstanding Indebtedness of Aon or its Subsidiaries for borrowed money or any financial guaranty thereof (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $50 million other than (A) Contracts solely among Aon and any wholly-owned Aon Subsidiary or a guarantee by Aon or an Aon Subsidiary of an Aon Subsidiary, (B) financial guarantees entered into in the ordinary course of business consistent with past practice not exceeding $50 million, individually or in the aggregate (other than surety or performance bonds, letters of credit or similar agreements entered into in the ordinary course of business consistent with past practice in each case to the extent not drawn upon), and (C) any Contracts relating to Indebtedness explicitly included in the consolidated financial statements in the Aon SEC Documents; (v) each Contract (other than an Aon Benefit Plan) between Aon, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Aon Subsidiary) of Aon or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract (other than an Aon Benefit Plan) pursuant to which Aon has an obligation to indemnify such officer, director, Affiliate or family member; (vi) any Contract (excluding licenses for commercially available computer software that are generally available on standard terms for fees of no more than $25 million annually or in the aggregate) under which Aon or any Aon Subsidiary is granted any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property of a third party, which Contract is material to Aon and the Aon Subsidiaries, taken as a whole; (vii) any Contract (excluding licenses for commercially available computer software that are generally available on standard terms for fees of no more than $25 million annually or in the aggregate) under which Aon or any Aon Subsidiary has granted to a third party any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property rights (including any development thereof), which Contract is material to Aon and the Aon Subsidiaries, taken as a whole; (viii) any shareholders, investors rights, registration rights or similar agreement or arrangement of Aon or any of its Significant Subsidiaries; (ix) any Contract that relates to any swap, forward, futures, or other similar derivative transaction for hedging purposes with a notional value in excess of $100 million; (x) any material collective bargaining agreement or other Contract with any labor union; (xi) any Contract involving the settlement of any action or threatened action (or series of related actions) which will (A) involve payments after the date hereof of consideration in excess of $25 million or (B) impose material monitoring or reporting obligations to any other Person outside the ordinary course of business; and (xii) any Contract not otherwise described in any other subsection of this Section 6.19(a) that would be required to be filed by Aon as a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);. (iib) Neither Aon nor any Contract that (A) expressly imposes any material restriction on Aon Subsidiary is in breach of or default under the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities terms of any other person Aon Material Contract where such breach or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could default would reasonably be expected to result have, individually or in payments after the aggregate, an Aon Material Adverse Effect. To the knowledge of Aon, as of the date hereof by hereof, no other party to any Aon Material Contract is in breach of or default under the Company terms of any Aon Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, an Aon Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, an Aon Material Adverse Effect, each Aon Material Contract is a valid and binding obligation of Aon or the Subsidiary of Aon which is party thereto and, to the knowledge of Aon, of each other party thereto, and is in full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real Propertyproceeding therefor may be brought.

Material Contracts. Except as expressly disclosed in Section 1(h) of the Perfection Certificate as of the Third Amendment Effective Date, no Loan Party is (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to any contract which has had or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result have a Material Adverse Effect or (b) in payments after default in the date hereof performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (x) any contract to which it is a party or by the Company or which any of its Subsidiaries assets or properties is bound, which default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or result in liabilities in excess of $25 million; and 100,000 or (y) any Material Contract. Except for the contracts and other agreements listed in Section 1(h) of the Perfection Certificate, no Loan Party is party, as of the Fourth Amendment Effective Date, to any (i) employment agreements covering the management of any Loan Party, (ii) collective bargaining agreements or other labor agreements covering any employees of any Loan Party, (iii) agreements for managerial, consulting or similar services to which any Loan Party is a party or by which it is bound, (iv) agreements regarding any Loan Party, its assets or operations or any investment therein to which any of its equity holders is a party, (v) patent licenses, trademark licenses, copyright licenses or other lease or license agreements to which any Loan Party is a party, either as lessor or lessee, or as licensor or licensee, (vi) distribution, marketing or supply agreements to which any Loan Party is a party, (vii) customer agreements to which any material lease or sublease Loan Party is a party (in each case with respect to any contract of the type described in the preceding clauses (i), (iii), (iv), (v), (vi) and (vii) requiring payments by or to any Loan Party of more than $2,500,000 in the aggregate in any Fiscal Year), (viii) partnership agreements to which any Loan Party is a Company Leased Real Propertypartner, limited liability company agreements to which any Loan Party is a member or manager, or joint venture agreements to which any Loan Party is a party, (ix) real estate leases, or (x) any Service Contract (as defined in the Intercreditor Agreement) constituting a Material Contract under the Term Loan Agreement or (xi) any other contract to which any Loan Party is a party, in each case with respect to this clause (x) the breach, nonperformance or cancellation of which, could reasonably be expected to have a Material Adverse Effect; (each such contract and agreement, described in the preceding clauses (i) to (x), a “Material Contract”). The Material Contracts listed in the Perfection Certificate are in full force and effect and there are no events of defaults thereunder or any event which with notice or passage of time, or both, would constitute an event of default thereunder.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as As of the date of this Agreementhereof, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC, other than any Company Employee Plan); (ii) any Contract material contract with any director, officer or Affiliate of the Company or any of its Subsidiaries (other than employment agreements and indemnification agreements); (iii) any contract containing any provision or covenant that (A) expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to (A) compete with any other person Person, (B) solicit any client or customer, or (C) acquire or dispose of the securities of another Person, or any other person provision that materially restricts the conduct of any line of business by the Company or any Subsidiaries; (iv) any contract or series of contracts that (A) is expected to result in the payment of more than Two Hundred Fifty Thousand Dollars ($250,000) by the Company or any Subsidiaries in the fiscal year ending December 31, 2016 or the fiscal year ending December 31, 2017, or (B) obligates the Company or its Subsidiaries to conduct business with any Third Party on an exclusive basis; and with respect to contracts responsive to (A) or (B) that require consent of or notice to a Third Party in connection with the Merger or the transaction contemplated under this Agreement; (v) any contract that contains an exclusivity or a “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannerprovision; (iiivi) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other Collective Bargaining Agreement; (vii) any agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such relating to indebtedness of the Company or any of its Subsidiaries in having an outstanding principal amount in excess of Two Hundred Thousand Dollars ($25 million200,000); (ivviii) any contract that grants any right of first refusal, right of first offer or similar right with respect to any securities, material assets, material rights or material properties of the Company or any Subsidiary; (ix) any contract or series of contracts that provides for the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise) and with any outstanding material obligations as of the date of this Agreement; (x) any material joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries;contract; and (vxi) any Contract expressly contract limiting or restricting the ability of the Company or any of its Subsidiaries Subsidiary (A) to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be, (B) to redeem or repurchase any capital stock, partnership interests, membership interests or other equity interests, (C) to make loans or (D) to grant Liens on the property of the Company or any of its Subsidiaries; (vixii) any acquisition Contract contract that contains “earn out” obligates the Company or other contingent payment obligationsany Subsidiary to make any loans, advances or capital contributions to, or remaining indemnity investments in excess of Two Hundred Fifty Thousand Dollars ($250,000) in, any Person (other than the Company); (xiii) any contract (A) granting the Company or similar obligationsany of its Subsidiaries a license to use any Intellectual Property (other than commercially available software licenses with annual fees of less than One Hundred Thousand Dollars ($100,000)), (B) permitting any Third Party to use, enforce or register any Intellectual Property owned by the Company, including any license agreements, coexistence agreements and covenants not to ▇▇▇ (other than non-exclusive licenses to customers and suppliers in the ordinary course of business) or (C) restricting the right of the Company or any of its Subsidiaries to use or register any Intellectual Property owned by the Company or any of its Subsidiaries (other than any of the contracts identified in Section 4.22(a)(iii) of the Company Disclosure Letter); (xiv) any contract for on-screen advertising and internet ticketing agreement; (xv) any agreement governing any licensed or franchised business operated at any theatre owned or operated by the Company or any of its Subsidiaries; (xvi) any contract that could reasonably be expected to result in payments after involved the date hereof receipt of more than Five Hundred Thousand Dollars ($500,000) by the Company or any of its Subsidiaries in the fiscal year ending December 31, 2015 or that is expected to result in the receipt of such amount by the Company or any of its Subsidiaries in the fiscal year ending December 31, 2016; (xvii) any contract obligating the Company or any of its Subsidiaries not to acquire assets or securities of a Third Party (excluding standstill agreements that will expire prior to January 31, 2017) or agreements by a Third Party not to acquire assets or securities of the Company (excluding standstill agreements); or (xviii) any contract guaranteeing the performance of any Third Party in excess of Two Hundred Fifty Thousand Dollars ($25 million; and250,000). All contracts of the types referred to in clauses (i) through (xviii) above (whether or not set forth on Section 4.22 of the Company Disclosure Letter) are referred to herein as a “Company Material Contract.” The Company has made available to Parent prior to the date of this Agreement a complete and correct copy of each Company Material Contract (including all amendments, modifications, extensions, and renewals thereto and waivers thereunder) as in effect on the date of this Agreement (subject to any redaction of information contained therein reasonably deemed necessary or appropriate by the Company in order to comply with any applicable antitrust law or any applicable confidentiality provision). (viib) Except as would not be material to the Company and its Subsidiaries, (i) neither the Company nor any material lease of its Subsidiaries is in breach of, or sublease default under, any Company Material Contract and, to the knowledge of the Company, no other party to any Company Material Contract is in breach of, or default under, any Company Material Contract, (ii) no event has occurred that with notice or the lapse of time or both would constitute a breach of or default under any Company Material Contract, (iii) each Company Material Contract is a valid and binding obligation of the Company or its Subsidiary, as applicable, and, to the knowledge of the Company, of each other party thereto, subject to the Bankruptcy and Equity Exception, and (iv) each Company Material Contract is in full force and effect. There are no disputes pending or, to the knowledge of the Company, threatened with respect to any Company Material Contract and neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to a Company Leased Real PropertyMaterial Contract to terminate for default, convenience or otherwise any Company Material Contract nor, to the knowledge of the Company, is any such party threatening to do so, in each case except as would not be material to the Company and its Subsidiaries.

Material Contracts. (a) Except for Other than this Agreement, Agreement and the Company Benefit Plans and agreements filed as exhibits to the Company SEC Ancillary Documents, as of the date of this Agreement, neither the Company nor there are no Contracts to which SPAC is a party or by which any of its Subsidiaries is a party to properties or bound by: assets may be bound, subject or affected, which (i) creates or imposes a Liability greater than $50,000, (ii) may not be cancelled by SPAC on less than 60 days’ prior notice without payment of a material penalty or termination fee, (iii) prohibits, prevents, restricts or impairs in any material respect any business practice of SPAC or any of its current or future Affiliates, any acquisition of material property by SPAC or any of its current or future Affiliates, or restricts in any material respect the ability of SPAC or any of its current or future Affiliates from engaging in any business or from competing with any other Person or (iv) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SECSecurities Act) (each, a “SPAC Material Contract”);. All SPAC Material Contracts have been made available to the Company other than those that are exhibits to the SEC Reports. (b) With respect to each SPAC Material Contract: (i) the SPAC Material Contract was entered into at arms’-length and in the ordinary course of business, (ii) any the SPAC Material Contract that is valid, binding and enforceable in all material respects against SPAC and, to the Knowledge of SPAC, the other parties thereto, and is in full force and effect (A) expressly imposes any material restriction on except, in each case, as such enforcement may be limited by the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; Enforceability Exceptions), (iii) SPAC is not in breach or default in any mortgagematerial respect, noteand no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default in any material respect by SPAC, debentureor permit termination or acceleration by the other party, indentureunder such SPAC Material Contract, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; and (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formationKnowledge of SPAC, creationno other party to any SPAC Material Contract is in breach or default in any material respect, operation, management and no event has occurred that with the passage of time or control giving of any joint venture, partnership notice or limited liability company, both would constitute such a breach or default by such other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligationsparty, or remaining indemnity permit termination or similar obligations, that could reasonably be expected to result in payments after the date hereof acceleration by the Company or SPAC under any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real PropertySPAC Material Contract.

Material Contracts. (a) Except for this Agreement, Section 2.14 of the Company Benefit Plans and agreements filed as exhibits to the Company SEC DocumentsDisclosure Schedule sets forth a list, as of the date of this Agreement, neither of the following Contracts (each a “Material Contract”) to which the Company nor any of its Subsidiaries and each Subsidiary is a party or by which it or any of their properties, rights or assets are bound: (a) any Contract that provides for obligations, payments, Liabilities, consideration, performance of services or the delivery of goods to or bound by:by the Company or the Subsidiaries of any amount or value reasonably expected to be in excess of $250,000 annually; (b) any Contract (i) not to compete in any business or geographic area, (ii) that grants any Person the exclusive right to distribute products of the Company or the Subsidiaries, (iii) that grants “most favored nation” or similar preferred pricing to any Person, (iv) that grants rights of first refusal, rights of first offer, rights of first negotiation or similar rights or that materially limits the ability of the Company or the Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or businesses, (v) that grants any Person a right to require the Company or the Subsidiaries to purchase all or any portion of the Company’s or the Subsidiaries’ requirements from any third party, or (vi) that obligates the Company or the Subsidiaries to provide maintenance and/or support with respect to any discontinued products of the Company or the Subsidiaries or any prior version of any products of the Company or the Subsidiaries; (c) any employment agreement, severance agreement, bonus agreement, indemnification agreement, consulting agreement, non-compete agreement, change-in-control or golden parachute agreement or similar agreement with or for the benefit of any employee, director or officer of the Company or the Subsidiaries whose annual total compensation exceeds $150,000; (d) any collective bargaining agreement with any labor union or other collective bargaining representative; (e) any Contract related to the assignment, license or other disposition or encumbrance of Intellectual Property Rights owned or used by the Company (other than contracts or agreements for commercially available “off the shelf” software for which the Company pays fees less than $50,000 per year, or the Company’s standard customer contracts); (f) any Contract in which the ultimate contracting party is a Governmental Authority; (g) any Real Property Leases; (h) any Contract relating to Company Indebtedness or loans made by the Company, including all notes, mortgages, indentures and other obligations, guarantees of performance, agreements and instruments for or relating to any lending or borrowing (other than advances to employees for expenses in the Ordinary Course of Business or transactions with customers on credit in the Ordinary Course of Business); (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on is a letter of credit, bond or similar arrangement running to the right account of, or ability of for the benefit of, the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million250,000; (ivj) any joint venture, partnership Contract granting any Person a Lien on all or limited liability company agreement or other similar Contract relating to any part of the formation, creation, operation, management or control assets of any joint venture, partnership or limited liability companythe Company, other than any such Contract solely between Liens which will be released at or prior to the Company Closing and its Subsidiaries or among the Company’s SubsidiariesPermitted Liens; (vk) any Contract expressly limiting with the Top Customers or restricting Top Suppliers; (l) the ability Insurance Policies listed on Section 2.16 of the Disclosure Schedule; (m) any Contract governing any business acquisition or disposition, merger or similar transaction, by the Company, regardless of whether such transaction has yet been consummated, either (i) within the last five (5) years or (ii) pursuant to which any indemnification, earn out or other contingent or deferred payments or similar rights or obligations remain outstanding; (n) any Contract that provides for the payment of cash or other compensation or benefits upon the Merger and the consummation of the transactions contemplated hereby; (o) any Contract that relates to voting, transfer or other arrangements related to any equity interests of the Company or any of its the Subsidiaries to make distributions or declare or pay dividends in respect of their capital stockwarrants, partnership interests, membership interests options or other rights to acquire any equity interestsinterests of the Company or the Subsidiaries (other than this Agreement, the Merger and the transactions contemplated hereby); or (p) any Contract that is otherwise material to the operations and business prospects of the Company and the Subsidiaries. All of the Material Contracts are in full force and effect and constitute the valid, legal and binding obligation of the Company or the Subsidiaries, as applicable, and to the case may be; Knowledge of the Company, constitute the valid, legal and binding obligation of the other parties thereof, enforceable against each such Person in accordance with its terms, subject to (vii) any acquisition Contract that contains “earn out” the effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or other contingent payment obligationsaffecting the enforcement of creditor’s rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or remaining indemnity at law). There are no material breaches or similar obligations, that could reasonably be expected to result in payments after the date hereof defaults by the Company or the Subsidiaries under any of the Material Contracts or, to the Knowledge of the Company, events which with notice or the passage of time would constitute a material breach or default by the Company or the Subsidiaries, and neither the Company nor the Subsidiaries has received written notice of any such material breach or default from any other party under any of the Material Contracts. To the Knowledge of the Company, neither the Company nor its Subsidiaries in excess have received notice from any third party to any Material Contract requesting or threatening to amend, not renew or terminate such Material Contract. The Company is not a party to any Contract with a Governmental Authority. The Company has made available to Buyer true and complete copies of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real Propertyall the Material Contracts, including all amendments thereto.

Material Contracts. (a) Except for this Agreement, Section 4.16(a) of the Company Benefit Plans Disclosure Letter sets forth a true and agreements filed as exhibits to the Company SEC Documentscomplete list, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound byof: (i) other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the SEC); (iiExchange Act) any Contract that (Anot otherwise described in this Section 4.16(a) expressly imposes any material restriction on the right or ability of with respect to the Company or any Subsidiary of the Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any MSR Entity in connection with any MSR Investment, including (A) Indebtedness related to such MSR Investment, (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a MSR Investment, to the extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the applicable MSR purchaser (each, an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a MSR Investment, (D) sale confirmations or other agreements of the relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or agreement (via acknowledgment agreement, subordination of interest agreement, bifurcation agreement or otherwise) from an Agency with respect to any MSR Investment. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company, each of its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to compete with any other person or acquire or dispose the knowledge of the securities of any Company, each other person party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or (B) contains an exclusivity or “most favored nation” clause that restricts in the business of aggregate, a Company Material Adverse Effect, neither the Company or nor any of its Subsidiaries nor any MSR Entity is in a material manner; (iii) breach or default under any mortgageCompany Contract nor, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venturenor, partnership or limited liability company agreement or other similar Contract relating to the formationknowledge of the Company, creationany MSR Entity, operation, management or control has received written notice of any joint venture, partnership material violation of or limited liability company, other than material default under any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real PropertyContract.

Material Contracts. (a) Except for this Agreement, as disclosed in the Company Benefit Plans and agreements filed as exhibits to the Specified Company SEC Documents, to the extent that it is reasonably apparent that the disclosure in the Specified Company SEC Documents is responsive to the matters set forth in this Section 3.12(a), as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by: by any contract, arrangement, commitment or understanding (whether written or oral), other than hedging or similar arrangements in the ordinary course of business consistent with past practice, (i) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement, (ii) which materially restrains, limits or impedes the Company’s or any of its Subsidiaries’ ability to compete with or conduct any business or any line of business (including (A) geographic limitations on the Company’s or any of its Subsidiaries’ activities or (B) any confidentiality agreement, area of mutual interest or standstill agreement with any third party (or any agent thereof) that contains any exclusivity or standstill provisions that are or will be binding on the Company, any of its Subsidiaries or, after the Effective Time, Parent or any of its Subsidiaries); provided that (x) the Company need not disclose in the Company Disclosure Letter information related to those agreements which would otherwise be covered by this clause (ii) to the extent such agreements prohibit the Company from disclosing the existence or any terms of such agreements to third parties, except that if any such agreements contain any material restrictions, limits or impediments on the Company’s or its Subsidiaries’ ability to compete with or conduct any business or any line of business, such restrictions, limits and impediments shall be disclosed without providing the identity of the parties to the agreements on the Company’s Disclosure Letter, and (y) the Company need not disclose on its Disclosure Letter to this Agreement information related to those agreements which would otherwise be covered by this clause (ii) to the extent such agreements relate to a potential sale of all or substantially all of the assets or equity securities of the Company (whether by merger or otherwise), except that the Company shall disclose on the Company’s Disclosure Letter the date of each such agreement, (iii) which is a material take-or-pay agreement or other similar agreement that entitles purchasers of production to receive delivery of Hydrocarbons without paying therefor, (iv) which contains a put, call or other right of acquisition or disposition pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests (including licensing or leasehold interests) of any Person or assets that have a market value or purchase price of more than $5,000,000, or, with respect to calls on production, that obligate the Company or any of its Subsidiaries to sell Hydrocarbons at a price which is less than market value, (v) which is a partnership or joint venture relating to the formation, creation, operation, management or control of any partnership or joint venture material to the Company and its Subsidiaries, taken as a whole, in which the Company, directly or indirectly, owns more than a 10% voting or economic interest, or any interest valued at more than $10,000,000 without regard to percentage voting or economic interest, or (vi) which is otherwise material to the Company and its Subsidiaries taken as a whole. Each contract, arrangement, commitment or understanding of the type described in this Section 3.12(a) (i) through (vi), whether or not disclosed in the Specified Company SEC Documents, is referred to herein as a “Company Material Contract” (for purposes of clarification, each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement, whether or not filed with the SEC or disclosed in the Specified Company SEC Documents, is a Company Material Contract); . The Company has previously made available to Parent true, complete and correct copies of each Company Material Contract other than those which the Company is entitled to omit from the Company Disclosure Letter pursuant to the proviso to clause (ii) any of the first sentence of this Section 3.12(a). (i) Each Company Material Contract that is valid and binding and in full force and effect, (Aii) expressly imposes any material restriction the Company and each of its Subsidiaries has performed in all respects all obligations required to be performed by it to date under each Company Material Contract, (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a default on the right or ability part of the Company or any of its Subsidiaries to compete with under any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the such Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; Material Contract and (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control Knowledge of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) , no other party to such Company Material Contract is in default in any Contract expressly limiting respect thereunder, except in each case for any invalidity, nonperformance, event, condition or restricting default that, individually or in the ability of aggregate, has not had, and would not be reasonably likely to have, a Material Adverse Effect on the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real PropertyCompany.

Material Contracts. (a) Except for this Agreement, Section 4.17 of the Company Benefit Plans Disclosure Letter contains a complete and agreements filed as exhibits to the Company SEC Documentscorrect list, as of the date hereof, of each Contract described below in this Agreement, neither Section 4.17(a) under which the Company nor or any of its Subsidiaries Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which the Company or any Company Subsidiary is a party or to which any of their respective properties or bound by:assets is subject, in each case as of the date hereof other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) (other than this Agreement), whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as the “Material Contract”): (i) each Contract that limits in any material respect the freedom of the Company, any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Acceptance Time) to compete or engage in any line of business or geographic region or with any Person, or sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, the Company Subsidiaries or any of their respective affiliates (including Parent and its affiliates after the Acceptance Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) each Contract that limits the freedom of the Company or any Company Subsidiary to negotiate or, except for provisions requiring notice or consent to assignment by the counterparty thereto, consummate any of the Transactions; (iii) any material partnership, joint venture, strategic alliance, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar material Contract; (iv) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any Company Subsidiary of future payments in excess of $1,000,000; (v) each Contract that gives any Person the right to acquire any assets of the Company or any Company Subsidiary (excluding ordinary course commitments to purchase Company Products) after the date hereof with consideration of more than $1,000,000; (vi) Contracts of the type described in clauses (i) and (ii) of Section 4.14(h); (vii) other than in the ordinary course of business consistent with past practice, any Contract to provide Source Code for any Company Product to any third Person, including any Contract to put such Source Code in escrow with a third Person on behalf of a licensee or contracting party; (viii) any settlement agreement or similar Contract restricting in any material respect the operations or conduct of the Company, any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Acceptance Time); (ix) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $5,000,000 in the twelve (12) month period following the date hereof; (x) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (xi) each Contract that is a Material Customer Agreement, a Material Supplier Agreement or a Material Reseller Agreement; (xii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Acceptance Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or material assets; (xiii) each Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that are binding on the Company or its affiliates (including Parent and its affiliates after the Acceptance Time); (xiv) each non-ordinary course Contract that contains any material indemnification obligations by the Company or any Company Subsidiary; (xv) each Company Government Contract pursuant to which the Company receives annual revenue in excess of $1,000,000; (xvi) each Company Lease; (xvii) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $500,000 or relating to any Liens on the assets of the Company or any Company Subsidiary; (xviii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $500,000 or with a notional value in excess of $500,000; (xix) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary, any beneficial owner, directly or indirectly, of more than five percent (5%) of the number or voting power of the shares of Company Common Stock or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate, beneficial owner, associate or immediate family member; and (xx) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);) with respect to the Company. (b) True and complete copies of each Material Contract in effect as of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations. (c) True and complete copies of each Company Government Contract Bid that, if accepted, would be a Material Contract of the type specified in Section 4.17(a)(xv) (a “Material Government Bid”) have been made available to Parent prior to the date hereof. (d) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, (i) each Company Government Contract is binding on the Company or the Company Subsidiary party thereto and is in full force and effect, subject to the Enforceability Limitations, (ii) no Company Government Contract or offer, quotation, bid or proposal to sell products or services made by the Company or any Company Subsidiary to any Governmental Entity or any prime contractor (a “Government Contract that (ABid”) expressly imposes any material restriction on is the right subject of bid or ability award protest proceedings resulting from the conduct of the Company or any of its Subsidiaries, and (iii) neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Company Government Contract. The Company and the Company Subsidiaries are in compliance, and have been in compliance since January 1, 2016, in all material respects with the terms and conditions of each Company Government Contract and Government Contract Bid, including all clauses, provisions and requirements incorporated expressly by reference or by operation of Law therein. Except as has not been, and would not reasonably be expected to compete be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2016, neither any Governmental Entity nor any prime contractor or subcontractor has notified the Company or any Company Subsidiary in writing that the Company or any Company Subsidiary has, or is alleged to have, breached or violated in any material respect any Law, representation, certification, disclosure, clause, provision or requirement pertaining to any Company Government Contract or Government Contract Bid. Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2016, no costs incurred by the Company or any Company Subsidiary pertaining to any Company Government Contract have been proposed for disallowance or deemed finally disallowed in writing by a Governmental Entity, and no material payment due to the Company or any Company Subsidiary pertaining to any Company Government Contract has been withheld or set off, nor has any claim been made to withhold or set off any such payment. (e) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2016, (i) none of the Company, any Company Subsidiary or any of their respective Principals (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended or excluded, or to the Company’s Knowledge, proposed for debarment, suspension or exclusion, from participation in or the award of Contracts or subcontracts for or with any other person Governmental Entity or acquire or dispose of the securities of doing business with any other person or Governmental Entity, (Bii) contains an exclusivity or “most favored nation” clause that restricts the business none of the Company or any of its Subsidiaries in a material manner; Company Subsidiary has received any request to show cause (excluding for this purpose ineligibility to bid on certain Contracts due to generally applicable bidding requirements), (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness none of the Company or any Company Subsidiary, to the Company’s Knowledge, is the subject of its Subsidiaries in an amount in excess a finding of $25 million; non-compliance, nonresponsibility or ineligibility for government contracting, (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability none of the Company or any Company Subsidiary is for any reason listed on the List of its Subsidiaries to make distributions or declare or pay dividends in respect Parties Excluded from Federal Procurement and Nonprocurement Programs, (v) neither the Company nor any Company Subsidiary, nor any of their capital stockrespective directors, partnership interestsofficers, membership interests employees or other equity interestsPrincipals (as defined in Federal Acquisition Regulation 52.209-5), as nor to the case may be; (vi) Company’s Knowledge, any acquisition Contract that contains “earn out” consultants or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by agents of the Company or any of its Subsidiaries in excess of $25 million; and (vii) Company Subsidiary, is or has been under administrative, civil or criminal investigation, indictment or information by any material lease or sublease Governmental Entity with respect to the award or performance of any Company Government Contract, the subject of any actual or, to the Company’s Knowledge, threatened in writing, “whistleblower” or “qui tam” lawsuit, or audit (other than a routine contract audit) or investigation of the Company or any Company Subsidiary with respect to any Company Government Contract, including any alleged material irregularity, misstatement or omission arising thereunder or relating thereto, and to the Company’s Knowledge, there is no basis for any such investigation, indictment, lawsuit or audit and (vi) neither the Company nor any Company Subsidiary has made any voluntary disclosure (A) to any Governmental Entity with respect to any alleged material irregularity, misstatement, omission, fraud or price mischarging, or other violation of Law, arising under or relating to a Company Leased Real PropertyGovernment Contract or (B) under the Federal Acquisition Regulation mandatory disclosure or payment provisions to any Governmental Entity and, to the Company’s Knowledge, there are no facts that would require mandatory disclosure thereunder.

Material Contracts. (a) Except for this Agreement, Section 3.16(a) of the Company Benefit Plans and agreements filed as exhibits to Seller Disclosure Letter lists each Contract in the Company SEC Documents, following categories that is in force as of the date of this Agreement, neither the Company nor hereof and which either constitutes a Transferred Contract or is a Contract to which Seller or any of its Subsidiaries Affiliates (including any Acquired Company) is a party or by which any of their assets are bound and, in the case of Seller and any of its Affiliates other than the Acquired Companies, that relates to or bound by:the FSS Business (in each case, other than Covered Insurance Policies) (such Contracts “Material Contracts”): (i) any “material contract” Contract involving aggregate payments by Seller or its Affiliates with respect to the FSS Business to any Person (as such term is defined other than an Insurance Producer) in Item 601(b)(10) excess of Regulation S-K $[Redacted] during the consecutive twelve (12)-month period ended December 31, 2020, or the delivery by Seller or its Affiliates with respect to the FSS Business of goods or services with a fair market value in excess of $[Redacted] during the SEC)consecutive twelve (12)-month period ended December 31, 2020; (ii) any Contract that Intercompany Agreement involving aggregate payments by Seller or its Affiliates (Aother than any Acquired Company) expressly imposes any material restriction on the right or ability of the Company one hand, or any Acquired Company, on the other hand, in excess of its Subsidiaries to compete with any other person or acquire or dispose of $[Redacted] during the securities of any other person or consecutive twelve (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner12)-month period ended December 31, 2020; (iii) any Contract that is a mortgage, note, debenture, indenture, security loan or credit agreement, guaranty, pledge security agreement or other agreement or instrument evidencing relating to the borrowing of money or extension of credit or the direct or indirect guarantee of any obligation for borrowed money of any Person or any other Liability in respect of indebtedness for borrowed money of any Person, in each case, involving Liabilities with respect to any Acquired Company or the FSS Business in excess of $[Redacted]; (iv) any guarantee Contract concerning the establishment or operation of such indebtedness a partnership, strategic alliance, joint venture, or limited liability company or other similar agreement or arrangement in respect of the business of any Acquired Company or the FSS Business; (v) any Contract that limits, or purports to limit, the ability of Seller or its applicable Affiliates (or, after consummation of the transactions contemplated hereby, Buyer or any of its Subsidiaries Affiliates) to engage in any business with any Person or to compete in any line of business or with any Person or in any geographic area or during any period of time, to solicit customers in a way that would reasonably be expected to be material to any Acquired Company or the FSS Business or to manufacture, market, sell or administer any product, in each case, except for Contracts that limit the ability of an Acquired Company to solicit the employment of, or hire individuals employed by, other Persons; (vi) any Contract that obligates Seller or its Affiliates 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; (vii) any Contract creating or granting any Encumbrance (other than Permitted Encumbrances) on any assets, properties or rights of an Acquired Company or on a Purchased Asset; (viii) any Contract that provides for the license to a Third Party of any material Business IP, or for the license to Seller or one of its Affiliates (primarily for the benefit of the FSS Business) of any material Intellectual Property (other than “shrink wrap” or “click through” licenses or licenses of generally-available “off the shelf” computer software or databases) under which Seller or any of its Affiliates made payments with respect to the FSS Business in an amount in excess of $25 million[Redacted] during the consecutive twelve (12)-month period ended December 31, 2020; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (vix) any Contract expressly limiting under which (A) any Person has directly or restricting the ability indirectly guaranteed any Liabilities or obligations of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real Property.Acquired Companies or

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to Plans, the Company SEC Documents, Real Property Leases and as set forth on Section 3.18(a) of the date of this AgreementCompany Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to or bound by, as of the date of this Agreement: (i) any “joint venture, co-development, partnership, limited liability or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any joint venture or partnership that is material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K to the business of the SEC)Company and its Subsidiaries, taken as a whole; (ii) any Contract that (A) expressly imposes imposing any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person Person or acquire operate in a geographical area that would be binding on Parent or dispose any of its Subsidiaries after the securities Closing; (iii) any Contract that is an indenture, credit or loan agreement, security agreement, guarantee, note, mortgage or other Contract providing for or securing Indebtedness for borrowed money, deferred payment or the imposition of any Lien other person than Permitted Liens (in each case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $5,000,000 (Beach, a “Company Indebtedness Contract”); (iv) contains an exclusivity or “most favored nation” clause that restricts the business of any Contract pursuant to which the Company or any of its Subsidiaries (A) is granted rights in a material manner; any third-party Intellectual Property (iiiexcluding any commercially available, unmodified off-the-shelf software licensed for annual aggregate license fees of less than $250,000) or (B) has granted to any mortgage, note, debenture, indenture, security agreement, guaranty, pledge Person any licenses or other agreement or instrument evidencing indebtedness for borrowed money or rights under any guarantee of such indebtedness of Company Intellectual Property owned by the Company or any of its Subsidiaries (excluding nonexclusive license grants in an amount in excess the ordinary course of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiariesbusiness consistent with past practice); (v) any Contract expressly limiting settlement, conciliation or restricting similar agreement (x) with any Person that would reasonably be expected to be material to the ability of Company and its Subsidiaries taken as a whole or (y) which would require the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect consideration of their capital stock, partnership interests, membership interests or other equity interests, as more than $500,000 after the case may bedate of this Agreement; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity any standstill or similar obligations, that could reasonably be expected agreement pursuant to result in payments after the date hereof by which the Company or any of its Subsidiaries in excess has agreed not to acquire assets or securities of $25 million; andanother Person that would be binding on Parent or any of its Subsidiaries after the Closing; (vii) any Contract that (A) relates to the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of any Person other than the Company or any of its Subsidiaries for aggregate consideration in excess of $3,000,000 or pursuant to which the Company or any of its Subsidiaries has continuing material lease “earn out” or sublease other similar material contingent payment obligations outstanding; or (B) gives any Person the right to acquire any assets of the Company or its Subsidiaries (or any interests therein) after the date hereof with respect a total consideration of more than $3,000,000; (viii) any Contract that provides for aggregate payments by or to the Company and/or its Subsidiaries in excess of $7,500,000 in any 12-month period, other than any such Contracts that may be cancelled, terminated or withdrawn upon notice of ninety (90) days or less without material liability or continuing obligation on the part of the Company or any of its Subsidiaries; (ix) any Contract that obligates the Company or its Subsidiaries to conduct business on an exclusive basis with any Person or that contains “most favored nation” or similar covenants, in each case other than any such Contracts that may be cancelled, terminated or withdrawn upon notice of ninety (90) days or less without material liability or continuing obligation on the part of the Company or any of its Subsidiaries; (x) any Contract containing continuing indemnification rights or obligations (other than those indemnification obligations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole); or (xi) any Contract with a Governmental Entity that is material to the Company Leased Real Propertyand its Subsidiaries taken as a whole. All of the Contracts of the types referred to in this Section 3.18(a) are referred to herein as “Company Material Contracts.” (b) Neither the Company nor any Subsidiary of the Company is in breach of or default under the terms of any Company Material Contract where such breach or default would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. To the knowledge of the Company, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract where such breach or default would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Each Company Material Contract is a valid and binding obligation of the Company or the Subsidiary of the Company which is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect and enforceable against the Company or the Subsidiary of the Company which is party thereto in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (ii) is subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. As of the date of this Agreement, the Company has provided to Parent true and complete copies of all Company Material Contracts.

Material Contracts. (a) Except for this Agreement, the Company Parent’s Benefit Plans and agreements filed as exhibits to the Company Parent SEC Documents, as of the date of this Agreement, neither the Company Parent nor any of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company Parent or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company Parent or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company Parent or any of its Subsidiaries in an amount in excess of $25 100 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company Parent and its Subsidiaries or among the CompanyParent’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company Parent or any of its Subsidiaries in excess of $25 100 million; and (vii) any material lease or sublease with respect to a Company Parent Leased Real Property. All contracts of the types referred to in clauses (i) through (vii) above are referred to herein as “Parent Material Contracts.” (b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract. To the knowledge of Parent, no other party to any Parent Material Contract is in breach of or default under the terms of any Parent Material Contract. Each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent which is party thereto and, to the knowledge of Parent, of each other party thereto, and is in full force and effect, subject to the Remedies Exceptions.

Material Contracts. (a) Except for as set forth in the SEC Reports filed prior to the date of this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the date of in Schedule 4.15 or otherwise expressly provided in this Agreement, neither the Company nor any of its the Subsidiaries is a party to or bound by: (i) any “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any contract or agreement for the purchase or lease (as lessee) of materials or personal property from any supplier or for the furnishing of services to the Company or any Subsidiary that involves or is likely to involve future aggregate payments by the Company or any of the Subsidiaries of more than (x) $300,000 or (y) $100,000 in any year; (iii) any contract or agreement for the sale, license or lease (as lessor) by the Company or any Subsidiary of services, materials, products, supplies or other assets, owned or leased by the Company or the Subsidiaries, that involves or is likely to involve future aggregate payments to the Company or any of the Subsidiaries of more than (x) $300,000 or (y) $100,000 in any year (iv) any contract, agreement or instrument relating to or evidencing indebtedness for borrowed money of the Company or any Subsidiary; (v) any non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, the business of the Company or the Subsidiaries may be conducted; (vi) any agreement with any present or former affiliates of the Company; (vii) any partnership, joint venture, strategic alliance or cooperation agreement (or any agreement similar to any of the foregoing); (viii) any voting or other agreement governing how any Shares shall be voted; (ix) any agreement with any shareholders of the Company; (x) any agreement with any Managed Provider, including without limitation any such management agreement, employee lease agreement, billing services agreement, option agreement or evidence of indebtedness; or (xi) any contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement. The foregoing contracts and agreements to which the Company or any Subsidiary are parties or are bound are collectively referred to herein as "Company Material Contracts." (b) Each Company Material Contract that (A) expressly imposes any material restriction is valid and binding on the Company (or, to the extent a Subsidiary is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed, in all material respects, all obligations required to be performed by them to date under each Company Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect. The Company has, or has caused to be, made available to Parent or its counsel true and complete copies of the Company Material Contracts requested by same and any and all ancillary documents pertaining thereto (including, but not limited to, all amendments and waivers). Except as otherwise set forth in Schedule 4.15(b), each Company Material Contract will not cease to be legal, valid, binding, enforceable and in full force and effect on terms identical to those currently in effect as a result of the consummation of the transactions contemplated by this Agreement (except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other laws relating to or affecting creditors' rights generally and by general principles of equity), nor will the consummation of such transactions constitute a breach or default under such lease or sublease or otherwise give the landlord a right to terminate such lease or ability sublease. Except as set forth in Schedule 4.15(b), neither the Company nor any Subsidiary knows of, or has given or received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract. (c) Except as disclosed in the SEC Reports filed prior to the date of this Agreement or in Schedule 4.15 or as expressly provided for in this Agreement, neither the Company nor any of the Subsidiaries is a party to any oral or written (i) employment or consulting agreement that cannot be terminated on thirty days' or less notice, (ii) agreement with any officer or other key employee of the Company or any of its the Subsidiaries to compete with the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any other person or acquire or dispose the Subsidiaries of the securities of nature contemplated by this Agreement, the Subscription Agreement or the Voting Agreement, (iii) agreement with respect to any officer or other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business key employee of the Company or any of its the Subsidiaries in a material manner; (iii) providing any mortgage, note, debenture, indenture, security agreement, guaranty, pledge term of employment or other agreement compensation guarantee or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) stock or stock purchase plan (other than the Option Plans), any joint ventureof the benefits of which will be increased, partnership or limited liability company agreement or other similar Contract relating to the formationvesting of the benefits of which will be accelerated, creation, operation, management or control by the occurrence of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company transactions contemplated by this Agreement, the Subscription Agreement or the Voting Agreement or the value of any of its Subsidiaries to make distributions or declare or pay dividends in respect the benefits of their capital stock, partnership interests, membership interests or other equity interests, as which will be calculated on the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or basis of any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real Propertysuch transactions.

Material Contracts. (a) Except as set forth in the exhibit index for this Agreementthe Company’s Annual Report on Form 10-K for the year ended September 30, the Company Benefit Plans and agreements filed 2005 or as exhibits permitted pursuant to the Company SEC Documents, as of the date of this AgreementSection 6.1, neither the Company nor any of its Subsidiaries is a party to or bound by: by (i) any agreement relating to the incurring of Indebtedness by the Company or any of its Subsidiaries in an amount in excess of $2,000,000 in the aggregate, including any such agreement which contains provisions that restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, “Instruments of Indebtedness”), (ii) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); , (iiiii) any Contract that non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict in any material respect (A) expressly imposes the ability of the Company or its Subsidiaries to solicit customers or (B) the manner in which, or the localities in which, all or any material restriction on portion of the right business of the Company and its Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Parent and its Subsidiaries, is or ability would be conducted, or any non-competition or exclusive dealing agreement, or any other agreement or obligation of the type described in (A) or (B) of this clause (iii) which following the Closing would purport to apply to Parent or any of its Affiliates other than the Company and its Subsidiaries, (iv) any agreement providing for the indemnification, in excess of $1,000,000, by the Company or a Subsidiary of the Company of any Person other than standard form indemnity provisions in agreements with customers of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgageSubsidiaries, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting joint venture or restricting partnership agreement, (vi) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries to make distributions own, operate, sell, transfer, pledge or declare otherwise dispose of any material assets or pay dividends in respect of their capital stockbusiness, partnership interests, membership interests or other equity interests, as the case may be; (vivii) any acquisition Contract contract or agreement providing for any payments in excess of $1,000,000 that contains “earn out” are conditioned, in whole or other contingent payment obligationsin part, on a change of control of the Company or remaining indemnity any of its Subsidiaries, (viii) any collective bargaining agreement, (ix) any agreement material to the Company and its Subsidiaries, taken as a whole, pertaining to the use of or similar obligationsgranting any right to use or practice any rights under any Intellectual Property, that could reasonably be expected (x) any agreements pursuant to result in payments after the date hereof by which the Company or any of its Subsidiaries leases any material real property or leases any material real property to third parties, (xi) any contract or agreement material to the Company and its Subsidiaries, taken as a whole, providing for the outsourcing or provision of servicing of customers, technology or product offerings of the Company or its Subsidiaries, (xii) any contract or other agreement to which Apogent Technologies Inc. (“Former Company Parent”) or any of its present or former Subsidiaries is a party or otherwise bound, and (xiii) any other contract or other agreement not made in excess the ordinary course of $25 million; andbusiness consistent with past practice that (A) is material to the Company and its Subsidiaries taken as a whole or (B) would reasonably be expected to materially delay or prevent the consummation of the Merger or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations listed in clauses (i) through (xiii) being referred to herein as “Company Material Contracts”). None of the Company Material Contracts contains a “most favored nation” clause or other term providing preferential pricing or treatment to a third party. Section 4.9(a) of the Company Disclosure Schedule sets forth as of the date hereof all of the Company Material Contracts. (viib) Each Company Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and, to the knowledge of the Company, any other party thereto, and each Company Material Contract is in full force and effect. Neither the Company nor any of its Subsidiaries is in breach or default under any Company Material Contract or is aware of any condition that with the passage of time or the giving of notice or both would result in such a breach or default, except in each case where any such breaches or defaults would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company. Neither the Company nor any Subsidiary of the Company knows of, or has received written notice of, any breach or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under) any material Company Material Contract by any other party thereto except where any such violation or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company. (c) There are no provisions in any Instrument of Indebtedness that provide any restrictions on the repayment of the outstanding Indebtedness thereunder, or that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in the event of the repayment of the outstanding Indebtedness thereunder prior to expiration. For purposes of this Agreement, “Indebtedness” of a Person shall mean (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes and similar instruments, (iii) all leases of such Person capitalized in accordance with GAAP, and (iv) all obligations of such Person under sale-and-lease or sublease with respect back transactions, agreements to a Company Leased Real Propertyrepurchase securities sold and other similar financing transactions.

Material Contracts. (a) Except for this the Transaction Agreements, the Development and License Agreement, the Company Benefit Plans Patent Cooperation Agreement, the Stock Purchase Agreement, the Manufacturing and agreements filed as exhibits Supply Agreement and the Co-Existence Agreement, and the Contracts disclosed in Schedule 3.08, with respect to the Company SEC DocumentsDevelopment Program, as of the date of this Agreement, neither the Company nor any of its Subsidiaries Aradigm is not a party to or bound by: (i) any “material contract” lease (as such term is defined in Item 601(b)(10) whether of Regulation S-K of the SECreal or personal property); (ii) any Contract that agreement for the sale or purchase of materials, supplies, goods, services, equipment or other assets providing for either (A) expressly imposes any material restriction on the right annual payments by Aradigm of $10,000 or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person more or (B) contains an exclusivity aggregate payments by Aradigm of $50,000 or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannermore; (iii) any mortgagepartnership, note, debenture, indenture, security agreement, guaranty, pledge joint venture or other similar agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 millionarrangement; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management acquisition or control disposition of any joint venturebusiness (whether by merger, partnership sale of stock, sale of assets or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiariesotherwise); (v) any Contract expressly limiting agreement relating to indebtedness for borrowed money or restricting the ability deferred purchase price of the Company property (in either case, whether incurred, assumed, guaranteed or secured by any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may beasset); (vi) any acquisition Contract that contains “earn out” or other contingent payment obligationsoption, or remaining indemnity license, franchise or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; andagreement; (vii) any agency, dealer, sales representative, marketing or other similar agreement; (viii) any agreement that limits the freedom of Aradigm to compete in any line of business, with any Person or in any area within the Field (as defined in the Development and License Agreement) or to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any Transferred Asset or which would so limit the freedom of Novo Nordisk Delivery Technologies, Inc. after the Closing Date; (ix) any agreement with or for the benefit of any Affiliate of Aradigm; or (x) any other agreement, commitment, arrangement or plan not made in the ordinary course of business that is material lease to the Development Program. (b) Each Contract disclosed in any Schedule or sublease required to be disclosed pursuant to this Section is a valid and binding agreement of Aradigm and is in full force and effect, and neither Aradigm nor, to the knowledge of Aradigm, any other party thereto is in default or breach in any material respect under the terms of any such Contract, and, to the knowledge of Aradigm, no event or circumstance has occurred that, with respect notice or lapse of time or both, would constitute any event of default thereunder. True and complete copies of each such Contract that is listed in Part II of Annex 1 to a Company Leased Real PropertyExhibit A to the Asset Purchase Agreement have been delivered to Novo Nordisk.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the date For purposes of this Agreement, neither a “Material Contract” means any Contract (or group of related Contracts) to which the Company nor or any of its Subsidiaries is a party to or bound byby which any of their respective properties or assets are bound: (i) any that is filed or required to be filed by the Company as a “material contract” (as such term is defined under Applicable Securities Laws in Item 601(b)(10) of Regulation S-K of the SEC)Canada; (ii) any Contract that (A) expressly imposes purports to limit or otherwise restrict in any material restriction on respect the right or ability of the Company or any of its Subsidiaries to compete with in any business or geographic or therapeutic area (or that, following the Arrangement, would by its terms apply such limits or other person restrictions to the Parent or acquire or dispose of the securities of any other person or its Subsidiaries), (B) grants any exclusive rights, (C) contains an exclusivity or a “most favored nation” clause that restricts or similar provision, (D) includes any “take or pay” or “requirements” obligation, (E) otherwise purports to prohibit or limit the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability right of the Company or any of its Subsidiaries to make distributions develop, license, sell or declare distribute any products or pay dividends services or (F) that purports to limit or otherwise restrict the ability of the Company or its Subsidiaries to solicit for hire or to hire any person; (iii) (A) containing any standstill, or similar agreement pursuant to which the Company or any of its Subsidiaries has agreed not to acquire assets or securities of another person, (B) containing a put, call, right of first refusal or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, or otherwise acquire or transfer, as applicable, any equity interests of any person or assets that have a fair market value or purchase price of more than $100,000 or (C) relating to the acquisition or disposition of any business or any material assets other than in respect the ordinary course of business (whether by merger, sale of shares or assets or otherwise); (iv) that would prevent, materially delay or materially impede the Company’s ability to consummate the Transactions; (v) that is between the Company or any of its Subsidiaries and any of their capital stockrespective directors, partnership interestsofficers, membership interests affiliates or other equity interests, as any person beneficially owning five percent (5%) or more of the case may beoutstanding Common Shares; (vi) any acquisition Contract that contains “earn out” involves the payment or receipt by the Company or its Subsidiaries of royalties or other contingent payment obligationsamounts in consideration for rights to practice any Intellectual Property of more than $100,000 in the aggregate; (vii) (A) for the furnishing of services or the sale of products which involves, or remaining indemnity would reasonably be expected in the future to involve, consideration in excess of $100,000 in any 12 month period, (B) for the receipt of services by a third party or similar obligationsfor the purchase of raw materials, that could commodities, supplies, products, or other personal property, which involves payment by the Company or any of its Subsidiaries of consideration in excess of $100,000 in any 12 month period or which would reasonably be expected to result involve payment by the Company or any of its Subsidiaries of consideration in excess of $100,000 in any future 12 month period during the term of such agreement except for payments after to trade creditors in the date hereof ordinary course of business or (C) that provides for future payment obligations by the Company or any of its Subsidiaries of $100,000 or more related to clinical trials of Company Pharmaceutical Products; (viii) under which any of the Company or any of its Subsidiaries is a lessee of, or holds or uses, any equipment, machinery, vehicle or other tangible personal property owned by a third person which requires future annual payments in excess of $100,000; (ix) pursuant to which the Company or any of its Subsidiaries has entered into a partnership, joint venture, collaboration or other similar arrangement with any person (other than intercompany agreements); (x) for capital expenditures or the acquisition or construction of fixed assets which requires aggregate future payments in excess of $100,000; (xi) pursuant to which the Company or any of its Subsidiaries agrees not to make use of any material right in any Intellectual Property owned by the Company or any of its Subsidiaries; (xii) pursuant to which the Company or any of its Subsidiaries has outstanding indebtedness, or provides a guarantee in a principal amount in excess of $100,000 other than indebtedness to trade creditors incurred in the ordinary course of business; (xiii) containing a settlement with respect to a Proceeding (whether commenced or threatened in writing) of any nature; (xiv) which requires future payments by the Company or any of its Subsidiaries in excess of $25 million; and100,000 per annum containing “change of control” or similar provisions (whether or not such payments or benefits are contingent upon the occurrence of any other event); (viixv) under which the Company or its Subsidiaries have received, or are entitled to receive, payment from any person for use in the research or development of any Company Pharmaceutical Product; (xvi) under which the Company is obligated to make future payments of over $100,000 for the research, development, or commercialization of any Company Pharmaceutical Product; (xvii) pursuant to which the Company, any of its Subsidiaries or any other party thereto has material lease continuing obligations, rights or sublease interests relating to the research, development, distribution, supply, manufacture, marketing or co-promotion of, or collaboration with respect to any Company Pharmaceutical Product; (xviii) any Company Lease; (xix) any employment, contractor or consulting Contract with any Company employee with annual compensation in excess of Cdn$200,000; (xx) any Contract that provides for any change of control, severance or termination pay or other compensation or benefits related to termination of employment or services to the Company or any of its Subsidiaries; (xxi) any collective bargaining agreement or other similar Contract with a union, works council, trade union or other labor relations entity; (xxii) any Contract with any current or former officer or director of the Company Leased Real Propertyor any of its Subsidiaries; or (xxiii) any Contract of which the Company has knowledge to which any employee, consultant or independent contractor of the Company or a Subsidiary is bound that in any manner purports to (A) restrict such employee’s, consultant’s or independent contractor’s freedom to engage in any line of business or activity or to compete with any other Person, or (B) assign to any other Person such employee’s, consultant’s or independent contractor’s rights to any Intellectual Property that relate to the business of the Company and its Subsidiaries. (b) Section 13(b) of the Company Disclosure Letter contains a complete and accurate list of all Material Contracts to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound, and identifies each subsection of Section 13(a) that describes such Material Contract. The Company has delivered or made available to the Parent true, correct and complete copies of the Material Contracts, including all amendments, supplements and modifications thereto. Each of the Material Contracts is valid and binding on the Company or its applicable Subsidiary and, to the knowledge of the Company, each other party thereto and is in full force and effect. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any other party, is in breach of, or default under, in any material respect, any Material Contract, and no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder in any material respect by the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other party thereto. Neither the Company nor any of its Subsidiaries has received any written notice or other communication regarding any actual or possible violation or breach of or default under, or intention to cancel or modify, any Material Contract. (c) Section 13(c) of the Company Disclosure Letter contains a complete and accurate list of all Designated Contracts.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans Confidentiality Agreement, and agreements the Contracts filed as exhibits to the publicly available Company SEC DocumentsReports, as of the date of this Agreementhereof, neither the Company nor any of its Subsidiaries is a party to or bound byby any Contract: (i) any that would be required to be filed by the Company as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K of under the SEC)Securities Act; (ii) pursuant to which the Company or any Contract Subsidiary of the Company has any material continuing “earn-out” or other contingent payment obligations arising in connection with the acquisition or disposition by the Company of any business; (iii) containing any standstill or similar provision remaining in effect pursuant to which the Company or any Subsidiary of the Company has agreed not to acquire securities or material assets of another Person; (iv) that (A) expressly imposes limits in any material restriction respect either the type of business in which the Company or its Subsidiaries (or in which Parent or any of its Subsidiaries after the Effective Time) may engage or the manner or locations in which any of them may so engage in any business (including through “non-competition” or “exclusivity” provisions), (B) would require the disposition of any material assets or line of business of the Company or its Subsidiaries or, after the Effective Time, Parent or its Significant Subsidiaries or (C) grants “most favored nation” status that, following the Merger, would apply to Parent or any of its Subsidiaries, including the Company and its Subsidiaries; (v) that (A) is an indenture, loan or credit Contract, loan note, mortgage Contract, letter of credit or other Contract representing, or any guarantee of, indebtedness of the Company or any Subsidiary of the Company or (B) is a guarantee by the Company or any Subsidiary of the Company of the indebtedness of any Person other than the Company or a wholly owned Subsidiary of the Company; (vi) that grants with respect to any asset that is material to the Company or any of its Subsidiaries (A) rights of first refusal, rights of first negotiation or similar pre-emptive rights, or (B) puts, calls or similar rights, to any Person (other than the Company or a wholly owned Subsidiary of the Company); (vii) that was entered into to settle any material litigation and which imposes material ongoing obligations on the right Company or any of its Subsidiaries; (viii) limiting or restricting the ability of the Company or any of its Subsidiaries to compete with any declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other person or acquire or dispose of the securities of any other person or equity interests; (Bix) contains an exclusivity or “most favored nation” clause that restricts the business of pursuant to which (A) the Company or any of its Subsidiaries in a grants to any third party any license, release, covenant not to ▇▇▇ or similar right with respect to material manner; Intellectual Property or (iiiB) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries receives a license, release, covenant not to ▇▇▇ or similar right with respect to any material Intellectual Property owned by a third party (other than generally commercially available software in an amount in excess of $25 millionobject code form); (ivx) any joint venturethat is a partnership, partnership or limited liability company agreement company, joint venture or other similar Contract agreement or arrangement relating to the formation, creation, operation, management or control of any joint venturepartnership, partnership or limited liability companycompany or joint venture in which the Company owns, directly or indirectly, any voting or economic interest of 10% or more, other than with respect to any such Contract solely between the Company and its Subsidiaries or among wholly owned Subsidiary of the Company’s Subsidiaries; (vxi) that relates to the acquisition or disposition of any Contract expressly limiting business or restricting assets or the ability sale or supply of any services pursuant to which the Company or any of its Subsidiaries to make distributions has any liability in excess of $20,000,000 individually or declare or pay dividends $50,000,000 in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may beaggregate; (vixii) any acquisition Contract that contains “earn out” requires or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be is expected to result require in the next year aggregate annual payments after the date hereof by or to the Company or any of its Subsidiaries in excess of $25 million20,000,000; andor (viixiii) to which the Company or any material lease of its Subsidiaries is a party, or sublease by which any of them are bound, the ultimate contracting party of which is a Governmental Entity (including any subcontract with respect a prime contractor or other subcontractor who is a party to any such contract). Each such Contract described in clauses (i) through (xiii) is referred to herein as a “Company Material Contract.” Each Company Material Contract (and each Contract that would be a Company Material Contract but for the exception of having been filed as an exhibit to a publicly available Company Report) is valid and binding on the Company and its Subsidiaries as applicable and, to the Knowledge of the Company, each other party thereto, and is in full force and effect, and neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any other party to a Company Leased Real PropertyMaterial Contract is in breach or violation of any provision of, or in default under, any Company Material Contract, and no event has occurred that, with or without notice, lapse of time or both, would constitute such a breach, violation or default, except for breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. A true, complete and accurate copy of each Company Material Contract as of the date of this Agreement has previously been made available to Parent.

Material Contracts. (a) Except for this Agreement, as set forth in the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as exhibit index of the date of this AgreementCompany’s Annual Report on Form 10-K for the fiscal year ended May 26, 2007 and as permitted pursuant to Section 6.1, neither the Company nor any of its Subsidiaries is a party to or bound by: by (i) any agreement relating to the incurring of Indebtedness by the Company or any of its Subsidiaries in an amount in excess of $1,000,000 in the aggregate, including any such agreement which contains provisions that restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, “Instruments of Indebtedness”); (ii) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); ; (iiiii) any Contract that non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict in any respect (A) expressly imposes the ability of the Company or its Subsidiaries to solicit customers or (B) the manner in which, or the localities in which, all or any material restriction on portion of the right business of the Company and its Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Parent and its Subsidiaries, is or ability would be conducted, or any non-competition or exclusive dealing agreement, or any other agreement or obligation of the type described in (A) or (B) of this clause (iii) which following the Closing would purport to apply to Parent or any of its Affiliates other than the Company and its Subsidiaries; (iv) any agreement providing for the indemnification, in excess of $2,000,000, by the Company or a Subsidiary of the Company of any Person other than standard form indemnity provisions in agreements with customers of the Company or any of its Subsidiaries to compete entered into in the ordinary course of business consistent with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; past practice; (v) any Contract expressly limiting joint venture or restricting partnership agreement; (vi) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries to make distributions own, operate, sell, transfer, pledge or declare otherwise dispose of any material assets or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; business; (vivii) any acquisition Contract contract or agreement providing for any payments that contains “earn out” are conditioned, in whole or other contingent payment obligationsin part, on a change of control of the Company or remaining indemnity any of its Subsidiaries; (viii) any collective bargaining agreement; (ix) any agreement material to the Company and its Subsidiaries, taken as a whole, pertaining to the use of or similar obligations, that could reasonably be expected granting any right to result in payments after the date hereof by use or practice any rights under any Intellectual Property; (x) any agreements pursuant to which the Company or any of its Subsidiaries leases any material real property or leases any material real property to third parties; (xi) any contract or agreement material to the Company and its Subsidiaries, taken as a whole, providing for the outsourcing or provision of servicing of customers, technology or product offerings of the Company or its Subsidiaries; (xii) any contract relating to the supply of any material item used by the Company or a Subsidiary that is a sole source of supply; (xiii) any contract or other agreement entered into since January 1, 1997 with respect to the acquisition or divestiture of all or any portion of a business; or (xiv) any other contract or other agreement not made in the ordinary course of business consistent with past practice that (A) is not within any of the other categories described in this Section 4.9(a) but is material to the Company and its Subsidiaries taken as a whole, (B) would reasonably be expected to result in revenues, receipts, liabilities or expenditures, or otherwise involve an amount, in excess of $25 million; 5,000,000 per year or (C) would reasonably be expected to materially delay or prevent the consummation of the Offer, the Merger or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations set forth in the exhibit index of the Company’s Annual Report on Form 10-K for the fiscal year ended May 26, 2007 and the agreements, contracts and obligations listed in clauses (i) through (xiv) being referred to herein as “Company Material Contracts”). None of the Company Material Contracts contains a “most favored nation” clause or other term providing preferential pricing or treatment to a third party. Section 4.9(a) of the Company Disclosure Schedule sets forth as of the date hereof all of the Company Material Contracts. True, correct and complete copies of each Company Material Contract have been made available to Parent. (b) Each Company Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and, to the knowledge of the Company, any other party thereto, and each Company Material Contract is in full force and effect. Neither the Company nor any of its Subsidiaries is in breach or default under any Company Material Contract or is aware of any condition that with the passage of time or the giving of notice or both would result in such a breach or default, except in each case where any such breaches or defaults would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company. Neither the Company nor any Subsidiary of the Company knows of, or has received written notice of, any breach or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under) any Company Material Contract by any other party thereto except where any such violation or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company. (c) There are no provisions in any Instrument of Indebtedness that provide any restrictions on the repayment of the outstanding Indebtedness thereunder, or that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in the event of the repayment of the outstanding Indebtedness thereunder prior to expiration. “Indebtedness” means, with respect to any Person, all obligations (including all obligations in respect of principal, accrued interest, penalties, prepayment penalties, fees and premiums) of such Person (i) for borrowed money (including overdraft facilities), (ii) evidenced by notes, bonds, debentures or similar instruments, (iii) for the deferred purchase price of property, goods or services (other than trade payables or accruals incurred in the ordinary course of business), (iv) under capital leases (in accordance with GAAP), (v) in respect of letters of credit and bankers’ acceptances, (vi) under interest rate or currency swap or other derivative or hedging instruments and transactions (valued at the termination value thereof), (vii) secured by any material Lien on property or assets owned by such Person, whether or not the obligations secured thereby have been assumed, (viii) all obligations of such Person under any sale and lease back transaction, agreement to repurchase securities sold or sublease with respect to a Company Leased Real Propertyother similar financing transaction and (ix) in the nature of guarantees of the obligations described in clauses (i) through (viii) above of any other Person.

Material Contracts. (a) Except for this Agreement, Agreement or as filed or publicly furnished with the Company Benefit Plans and agreements filed as exhibits SEC or with the Canadian Securities Authorities prior to the Company SEC Documentsdate hereof, none of Parent or any Parent Subsidiary is a party to or is bound by, as of the date of this Agreementhereof, neither the Company nor any of its Subsidiaries written contract or other agreement which is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act) to a Parent Entity (each contract that is described in this Section 6.09(a) being a “Parent Material Contract”). (b) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect, (i) each Parent Material Contract is valid and binding on Parent (and/or each such Parent Subsidiary party thereto) and, to the Knowledge of the SEC); Parent, each other party thereto, (ii) any each Parent Material Contract that is in full force and effect (A) expressly imposes any material restriction on except for expiration thereof in the right ordinary course in accordance with the terms thereof), enforceable against Parent or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of each such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interestsParent Subsidiary party thereto, as the case may be; , in accordance with its terms, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity and (viiii) neither Parent nor any acquisition Contract of the Parent Subsidiaries that contains “earn out” or is a party thereto, nor, to the Knowledge of Parent, any other contingent payment obligationsparty thereto, is in breach of, or remaining indemnity default under, any such Parent Material Contract, and, to the Knowledge of Parent, no event has occurred that with notice or similar obligationslapse of time or both would constitute such a breach or default thereunder by Parent or any of the Parent Subsidiaries, that could or, to the Knowledge of Parent, any other party thereto, or permit termination, material modification or acceleration by any third party thereunder. As of the date hereof, neither Parent nor any of the Parent Subsidiaries has received any written notice of termination or cancelation under any Parent Material Contract or received any written notice of breach of or any default under any Parent Material Contract which breach has not been cured except for any termination, breach or default that, individually or in the aggregate, has not had and would not reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to have a Company Leased Real PropertyParent Material Adverse Effect.

Material Contracts. (a) Except for this Agreement, Section 5.16(a) of the Company Benefit Plans Parent Disclosure Letter sets forth a true and agreements filed as exhibits to the Company SEC Documentscomplete list, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound byof: (i) other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of any asset described in “material contractManagement’s Discussion and Analysis of Financial Condition and Results of Operations—Our Targeted Asset Classes” in Parent’s Annual Report on Form 10-K filed with the SEC on March 1, 2023 entered into by Parent or its Subsidiaries in the ordinary course of business, and (B) repurchase and reverse repurchase contracts entered pursuant to Parent’s existing master repurchase agreements (as such term is defined in Item 601(b)(10) of Regulation S-K effect as of the SEC)date hereof) to finance the purchase price of assets or refinance Parent’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of Parent’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $500,000; (ii) each contract that grants any Contract right of first refusal or right of first offer or that (A) expressly imposes any material restriction on limits the right or ability of Parent, any Subsidiary of Parent or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of Parent or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $500,000; (iv) each contract that involves or constitutes a material interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes; (v) each contract containing any non-compete, exclusivity or similar type of provision that materially restricts the Company ability of Parent or any of its Subsidiaries to compete in any line of business or with any Person or geographic area; (vi) each contract pursuant to which Parent or any Subsidiary of Parent may be obligated to issue or repurchase any Parent Capital Stock or any capital stock or other person equity interests in any Subsidiary of Parent; (vii) each partnership, joint venture, limited liability company or acquire strategic alliance agreement to which Parent or dispose a Subsidiary of Parent is a party (other than any such agreement solely between or among Parent and its wholly owned Subsidiaries and/or wholly owned Subsidiaries of the securities Operating Partnership); and (viii) each contract between or among Parent or any Subsidiary of Parent, on the one hand, and Parent Manager or any officer, director or affiliate (other person than a wholly owned Subsidiary of Parent or (Bthe Operating Partnership) contains an exclusivity or “most favored nation” clause that restricts the business of the Company Parent or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in a material manner;Rule 12b-2 and Rule 16a-1 of the Exchange Act) or of Parent Manager, on the other hand. (iiib) any mortgageCollectively, notethe contracts set forth in Section 5.16(a) are herein referred to as the “Parent Contracts.” Except as would not reasonably be expected to have, debentureindividually or in the aggregate, indenturea Parent Material Adverse Effect, security agreementeach Parent Contract is legal, guarantyvalid, pledge binding and enforceable in accordance with its terms on Parent and each of its Subsidiaries that is a party thereto and, to the knowledge of Parent, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of in the Company or aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries is in an amount in excess of $25 million; (iv) breach or default under any joint ventureParent Contract nor, partnership or limited liability company agreement or other similar Contract relating to the formationknowledge of Parent, creation, operation, management or control of is any joint venture, partnership or limited liability company, other than party to any such Parent Contract solely between in breach or default thereunder. Complete and accurate copies of each Parent Contract in effect as of the Company date hereof (including all amendments and its Subsidiaries modifications) have been furnished to or among otherwise made available to the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or . Since January 1, 2022, neither Parent nor any of its Subsidiaries to make distributions or declare or pay dividends in respect has received written notice of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease violation of or sublease with respect to a Company Leased Real Propertymaterial default under any Parent Contract.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as As of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of promulgated by the SEC) (other than any Company Benefit Plan); (ii) any Contract with the 50 largest customers of the Company and its Subsidiaries, taken as a whole, based on budgeted receipts for the fiscal year ended December 31, 2018 (the “Major Customers”) that (A) expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person Person or acquire solicit any client or dispose customer and, in each case, that following the Closing will materially restrict the ability of Parent or its Subsidiaries (other than the securities of Surviving Company and its Subsidiaries) to so compete or solicit; (iii) any other person Contract with a Major Customer that expressly obligates the Company or its Subsidiaries (Bor following the Closing, Parent or its Subsidiaries) to conduct business with any third party on a preferential or exclusive basis or that contains an exclusivity or “most favored nation” clause or similar covenants; (iv) any Company employment agreement with any current executive officer or any current member of the Company Board; (v) any Contract entered into on or after January 1, 2015 that is a settlement agreement or includes a settlement agreement entered into in connection with a Proceeding and that materially restricts the operation of the business of the Company or any of its Subsidiaries in a material mannerSubsidiaries; (iiivi) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or Contract relating to Indebtedness (other agreement or instrument evidencing indebtedness for borrowed money than intercompany Indebtedness owed by the Company or any guarantee of such indebtedness wholly owned Subsidiary to any other wholly owned Subsidiary, or by any wholly owned Subsidiary to the Company) of the Company or any of its Subsidiaries in having an outstanding principal amount in excess of $25 million1,000,000; (ivvii) any Contract that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or its Subsidiaries; (viii) any Contract with the twenty largest vendors of the Company and its Subsidiaries, taken as a whole, with respect to the fiscal year ended December 31, 2017 and any Contract with the twenty largest customers of the Company and its Subsidiaries, taken as a whole, based on budgeted receipts for the fiscal year ended December 31, 2018 (the “Top Customers”), in each case based on amounts paid to such vendor or received from such customer during such period; (ix) any Contract entered into on or after January 1, 2015 that provides for the acquisition or disposition of any assets (other than acquisitions or dispositions of sale in the ordinary course of business) or business (whether by merger, sale of stock, sale of assets or otherwise) or capital stock or other equity interests of any Person, and with any outstanding obligations as of the date of this Agreement, in each case with a value in excess of $1,000,000; (x) any material joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries;; and (vxi) any Contract expressly limiting with an affiliate or restricting other Person that would be required to be disclosed under Item 404(a) of Regulation S-K promulgated under the ability Exchange Act. All contracts of the types referred to in clauses (i) through (xi) above are referred to herein as “Company Material Contracts.” (b) Neither the Company nor any Subsidiary of the Company is in material breach of or default in any respect under the terms of any Company Material Contract and, to the knowledge of the Company, as of the date hereof, no other party to any Company Material Contract is in material breach of or default in any respect under the terms of any Company Material Contract, and no event has occurred or not occurred through the Company’s or any of its Subsidiaries’ action or inaction or, to the Company’s knowledge, prior to the date hereof through the action or inaction of any third party, that with notice or the lapse of time or both would constitute a material breach of or default or result in the termination of or a right of termination or cancelation thereunder, accelerate the performance or obligations required thereby, or result in the loss of any material benefit under the terms of any Company Material Contract. To the knowledge of the Company, each Company Material Contract (i) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and of each other party thereto, and (ii) is in full force and effect, subject to the Enforceability Exceptions, in each case, except as would not be material to the Company and its Subsidiaries, taken as a whole. There are no disputes pending or, to the Company’s knowledge, threatened with respect to any Company Material Contract, and neither the Company nor any of its Subsidiaries to make distributions or declare or pay dividends in respect has received any written notice of their capital stock, partnership interests, membership interests or the intention of any other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect party to a Company Leased Real PropertyMaterial Contract to terminate for default, convenience or otherwise, any Company Material Contract, in each case, except as would not be material to the Company and its Subsidiaries, taken as a whole.

Material Contracts. (ai) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as As of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by: (iA) any “material contract” (as such term is defined in Item 601(b)(10) lease of Regulation S-K real or personal property providing for annual rentals of the SEC)$400,000 or more; (iiB) any Contract that is reasonably likely to require either (Ax) expressly imposes annual payments to or from the Company and its Subsidiaries of more than $15 million or (y) aggregate payments to or from the Company and its Subsidiaries of more than $75 million; (C) other than with respect to any material restriction on the right or ability of partnership that is wholly owned by the Company or any of its Subsidiaries to compete with any other person or acquire or dispose wholly owned Subsidiary of the securities of Company, any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgagepartnership, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement venture or other similar Contract agreement or arrangement relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between joint venture material to the Company and or any of its Subsidiaries or in which the Company owns more than a 15% voting or economic interest, or any interest valued at more than $10 million without regard to percentage voting or economic interest; (D) any Contract (other than among direct or indirect wholly owned Subsidiaries of the Company) relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $5 million; (E) any Contract required to be filed as an exhibit to the Company’s SubsidiariesAnnual Report on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (vF) any non-competition Contract expressly limiting or restricting other Contract that (I) purports to limit in any material respect either the ability type of business in which the Company or any of its Affiliates may engage or the manner or locations in which any of them may so engage in any business, (II) could require the disposition of any material assets or line of business of the Company or any of its Subsidiaries Affiliates, (III) grants “most favored nation” status that, following the Merger, would apply to make distributions the Company or declare any of its Affiliates or pay dividends (IV) prohibits or limits in any material respect the right of their capital stockthe Company or any of its Affiliates to make, partnership interests, membership interests sell or other equity interests, as the case may bedistribute any products or services; (viG) any acquisition Contract that contains “earn out” to which the Company or other contingent payment obligations, or remaining indemnity any of its Subsidiaries is a party containing a standstill or similar obligationsagreement pursuant to which the Company or any of its Subsidiaries has agreed not to acquire assets or securities of the other party or any of its Affiliates; (H) any material Contract relating to the license of Intellectual Property (other than licenses for commercial off-the-shelf or shrink wrap software that has not been modified or customized); (I) any Contract between the Company or any of its Subsidiaries and any director or officer of the Company or any Person beneficially owning five percent or more of the outstanding Shares, that could reasonably be expected to result other than compensation or severance arrangements, confidentiality agreements or indemnification agreements entered into in payments after the date hereof ordinary course of business; (J) any Contract (other than Contracts with customers) providing for indemnification by the Company or any of its Subsidiaries of any Person, except for any such Contract that is (x) not material to the Company and its Subsidiaries, taken as a whole, and (y) entered into in excess the ordinary course of $25 millionbusiness; and (viiK) any Contract that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets that have a fair market value or purchase price of more than $5 million (the Contracts described in clauses (A) through (K), together with all exhibits and schedules to such Contracts, being the “Material Contracts”). (ii) Subject to applicable Law, a true and complete copy of each Material Contract has previously been made available to Parent and each such Contract is a valid and binding agreement of the Company or one of its Subsidiaries, as the case may be, and is in full force and effect, and neither the Company nor any of its Subsidiaries nor, to the knowledge of management of the Company, any other party thereto is in default or breach in any material lease or sublease with respect to a Company Leased Real Propertyunder the terms of any such Material Contract.

Material Contracts. (ai) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC DocumentsContracts set forth in Section 3.1(k) of its Disclosure Letter, as of the date of this Agreement, neither the Company it nor any of its Subsidiaries Subsidiaries, nor any of their respective assets, businesses or operations, is a party to to, or is bound or affected by: , or receives benefits under, (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (iiA) any Contract relating to the borrowing of money by it or any of its Subsidiaries or the guarantee by it or any of its Subsidiaries of any such obligation (other than Contracts pertaining to fully-secured repurchase agreements, trade payables and Contracts relating to borrowings, deposit-takings or guarantees made in the ordinary course of business consistent with past practice), (B) any Contract containing a non-compete or client or customer non-solicit requirement or any other provisions that (A) expressly imposes any material restriction on limit the right or ability of the Company it or any of its Subsidiaries to compete in any line of business or with any other person Person, or acquire or dispose that involve any restriction of the securities of any other person geographic area in which, or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company method by which, it or any of its Subsidiaries in a material manner; may carry on its business (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money than as may be required by Law or any guarantee Governmental Authority) or which requires referrals of such indebtedness of the Company business or requires it or any of its Subsidiaries in an amount in excess of $25 million; Affiliates to make available investment opportunities to any Person on a priority, equal or exclusive basis, (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (vC) any Contract expressly limiting with respect to the employment of any directors, executive officers or restricting employees, or with any consultants that are natural Persons involving the ability payment of U.S.$500,000 or more per annum, (D) any Contract which, upon the execution or delivery of this Agreement or consummation of the Company transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (including severance payment) becoming due from it or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stockSubsidiaries, partnership interests, membership interests or other equity interests, as the case may be; (viE) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after prohibit, delay or materially impair the date hereof consummation of any of the Transactions, (F) any Contract (or group of Contracts with the same party (or its Affiliates) involving similar transactions) that involves expenditures or receipts by the Company it or any of its Subsidiaries in excess of $25 million; and U.S.$5,000,000 per year not entered into in the ordinary course of business consistent with past practice, (viiG) any material lease Contract with an Affiliate, (H) any Contract that grants any right of first refusal, right of first offer or sublease similar right with respect to a Company Leased Real Propertythe sale or other transfer of any material assets, rights or properties of it or its Subsidiaries or (I) any Contract with any Governmental Authority (other than routine or customary Contracts with any self-regulatory body). With respect to each of its Contracts required to be disclosed in its Disclosure Letter pursuant to this Section 3.1(k)(i): (w) each such Contract is in full force and effect; (x) neither it nor any of its Subsidiaries is in Default thereunder; (y) neither it nor any of its Subsidiaries has repudiated or waived any material provision of any such Contract; and (z) no other party to any such Contract is, to its knowledge, in Default thereunder in any material respect. (ii) All interest rate swaps, caps, floors, option agreements, futures and forward contracts, and other similar risk management arrangements, whether entered into for its own account or for the account of one or more of its Subsidiaries or their respective customers, were entered into (A) in accordance with prudent business practices and all applicable Laws and (B) with counterparties believed to be financially responsible, and each of them is enforceable against it or its Subsidiaries and, to its knowledge, the applicable counterparties thereto, in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought), and is in full force and effect. Neither it nor any of its Subsidiaries, nor to its knowledge, any other party thereto, is in Default of any of its obligations under any such agreement or arrangement.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as As of the date of this Agreementhereof, neither the Company nor any of its Subsidiaries is a party to or bound by: by any Contract that (i) any is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of promulgated by the SEC); , (ii) any Contract that (A) expressly imposes any material restriction on would, after giving effect to the right Merger, limit or ability of restrict the Company Surviving Corporation or any of its Subsidiaries or any successor thereto, from engaging or competing in any line of business that it currently engages in or is a reasonable extension thereof (including with respect to compete with Parent after the Effective Time) or in any other person geographic area or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; non-solicitation provisions with respect to customers, (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge limits or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting otherwise restricts the ability of the Company or any of its Subsidiaries to pay dividends or make distributions to its stockholders, or declare (iv) provides for the operation or pay dividends management of any operating assets of the Company or its Subsidiaries by any person other than the Company or its Subsidiaries. Each Contract of the type described in respect this Section 3.25, whether or not set forth on Section 3.25 of their capital stockthe Company Disclosure Schedule and whether or not entered into on or prior to the date hereof, partnership interestsis referred to herein as a “Company Material Contract”. Each Company Material Contract is a valid and binding obligation of the Company or its Subsidiary party thereto enforceable against the Company or its Subsidiary party thereto in accordance with its terms (except that (i) such enforcement may be subject to applicable bankruptcy, membership interests insolvency, reorganization, moratorium or other equity interestssimilar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought) and, to the Company’s knowledge, each other party thereto, and is in full force and effect, and each of the Company and each of its Subsidiaries which is a party thereto has performed in all material respects all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has performed in all material respects all obligations required to be performed by it under such Company Material Contract, except, in each case, as would not, individually or in the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligationsaggregate, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by have a Company Material Adverse Effect. None of the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease has knowledge of, or sublease with respect to a Company Leased Real Property.has received notice

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the date hereof, none of this Agreement, neither the Company nor or any of its the Company Subsidiaries is a party to or bound by:by (for purposes of this Agreement, each of the following Contracts shall be deemed to constitute a “Company Material Contract”): (i) any Contract that would be required to be filed by the Company as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K promulgated by the SEC or that would be required to be disclosed under Item 404 of Regulation S-K under the SEC)Securities Act; (ii) any Contract that containing any covenant, commitment or other obligation (A) expressly imposes limiting in any material restriction on respect the right or ability of the Company or any Company Subsidiary to engage in any line of its Subsidiaries business, to make use of any material Company Intellectual Property owned by any Acquired Company or to compete with any other person Person in any location or acquire or dispose line of the securities of any other person or business, (B) contains an exclusivity or granting any exclusive rights with respect to any Company Intellectual Property that is material to the Company and the Company Subsidiaries, taken as a whole, (C) containing any “most favored nationnations” clause that restricts the business of the terms and conditions (including with respect to pricing) granted by an Acquired Company or (D) restricting or otherwise limiting the freedom or right of an Acquired Company to sell, distribute or manufacture any of its Subsidiaries in a material manner;products or service or any technology or other assets to or for any other Person. (iii) any mortgageContract with any Affiliate, notedirector, debentureexecutive officer (as such term is defined in the Exchange Act), indentureand, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness to the Knowledge of the Company, any holder of 5% or more of Company Common Stock or any of its Subsidiaries their Affiliates (other than the Company) or immediate family members (other than offer letters for employment that can be terminated at will, without severance obligations, and Contracts pursuant to Company Equity Awards), including any Contract with a related person (as defined in an amount Item 404 of Regulation S-K of the Securities Act) that would, in excess of $25 millioneach case, be required to be disclosed in the Company SEC Reports but has not been disclosed; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s SubsidiariesIP Contract; (v) any Contract expressly limiting for the acquisition, disposition, or restricting sale of properties or assets (by merger, purchase or sale of stock or assets or otherwise) other than in the ability ordinary course of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may bebusiness consistent with past practices; (vi) any acquisition Contract relating to Indebtedness of any Acquired Company, whether incurred, assumed, guaranteed or secured by any asset, with principal amount in excess of $250,000; (vii) any Contract under which the Company or any Company Subsidiary has, directly or indirectly, made any loan, capital contribution to, or any other investment in, any Person (other than the Company or any Company Subsidiary, and other than investments in marketable securities or advances to Company Employees in the ordinary course of business consistent with past practices); (viii) any Contract that contains “earn out” is a settlement, conciliation or similar agreement with or before any Governmental Body and pursuant to which any Acquired Company will be required after the date of this Agreement to pay consideration in excess of $250,000 or require any Acquired Company to conduct its business in accordance with any material obligations or limitations from and after the execution of such Contract; (ix) any Contract that prohibits the payment of dividends or distributions in respect of the capital stock of any Acquired Company, prohibits the pledging of the capital stock or other contingent equity interests of any Acquired Company or prohibits the issuance of any guaranty by any Acquired Company; (x) any Contract (other than a material Company Employment Agreement listed on Section 3.10(a) of the Company Disclosure Letter) that requires the Company or any successor or acquirer of the Company to make any payment obligationsto another Person, as a result of a change of control of the Company, including any milestone or earnout payments, or remaining indemnity gives another Person the right to receive or similar obligationselect to receive any payment as a result of a change of control of the Company; (xi) any Contract for the lease or sublease of any real property; (xii) any Contract under which an Acquired Company may receive or is required to make any earn-out payments in the form of future milestones or royalty payments; (xiii) any Contract, other than an IP Contract, that could includes any royalty, license fee or other payment obligations of any Acquired Company with respect to the use of the Company Intellectual Property or the exploitation of the Company Products in connection with the business of the Acquired Companies currently conducted; (xiv) any Contract, other than an IP Contract, pursuant to which any Person has acquired or obtained, or has the right to acquire or obtain, any license, sublicense, right to use, covenant not to ▇▇▇ or not to assert, ownership or comparable rights to any of the Company Intellectual Property; (xv) any Company Employee Agreement pursuant (A) to which the applicable Company Employee receives annual cash compensation of $250,000 or more and/or (B) with a Company Employee that resides outside of the United States or that principally provides services outside of the United States; (xvi) any Contract pursuant to which the Company or any Company Subsidiary has assumed, or agreed to discharge or otherwise take responsibility for, any existing or potential liability of another Person for infringement, misappropriation or violation of any Intellectual Property Rights; (xvii) any Contract with (A) Clal or any of its Affiliates, or (B) Teva Pharmaceutical Industries Ltd. or any of its Affiliates; (xviii) any Contract under which any Acquired Company has agreed to indemnify any Person against any infringement, violation or misappropriation of the Intellectual Property Rights of a third Person other than clinical trial and materials transfer agreements entered into in the ordinary course of the Company’s business; (xix) any Contract pursuant to which the Company or any Company Subsidiary made payments in excess of $350,000 in the aggregate in fiscal year 2014 or is required to make payments in excess of $350,000 in the aggregate in any fiscal year thereafter; and (xx) any Contract pursuant to which the Company or any Company Subsidiary received payments in excess of $200,000 in the aggregate in fiscal year 2014 or is entitled to receive payments in excess of $200,000 in the aggregate in any fiscal year thereafter. (b) Each of the Company Material Contracts is valid and binding on the Company and each Company Subsidiary party thereto and, to the Knowledge of the Company, 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 had or reasonably be expected to result in payments after have a material and adverse effect on the date hereof Company and the Company Subsidiaries, taken as a whole. There is no material breach of or default under any Company Material Contract by the Company or any Company Subsidiary and no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach of or default thereunder by the Company or any Company Subsidiary. To the Knowledge of the Company, each Company Material Contract is enforceable by the Acquired Company party thereto in accordance with its Subsidiaries terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally and equitable principles of general applicability. Since January 1, 2012, the Company has not received any written notice regarding any violation or breach or default under any Company Material Contract that has not since been cured, except for violations or breaches that are not, individually or in excess of $25 million; and (vii) any material lease or sublease with respect the aggregate, reasonably likely to have a Company Leased Real PropertyMaterial Adverse Effect. The Company has not waived in writing any rights under any Company Material Contract, the waiver of which would have, either individually or in the aggregate, a Material Adverse Effect.

Material Contracts. (ai) Except for this Agreement, Sellers have provided to Buyer true and correct copies of the following agreements (each a “Material Contract”) to which each of the Company Benefit Plans and agreements filed as exhibits to its Subsidiaries is a party: (A) any agreement for the purchase or sale of products or for the furnishing or receipt of services (1) which involves more than the sum of $10,000 or (2) in which each of the Company SEC Documentsor its Subsidiaries has granted “most favored nation” pricing provisions or marketing or distribution rights relating to any services, as products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (B) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (C) any agreement under which each of the date Company or its Subsidiaries has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) or under which it has imposed (or may impose) any Encumbrance on any of this Agreementits assets, neither tangible or intangible (excluding indebtedness and Encumbrances being paid off, terminated or otherwise satisfied in connection with the Closing); (D) any agreement for the disposition of any significant portion of the assets or business of each of the Company nor or its Subsidiaries (other than sales of products in the Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory or components in the Ordinary Course of Business); (E) any agreement concerning confidentiality or non-solicitation; (F) any employment agreement, consulting agreement, severance agreement (or agreement that includes provisions for the payment of severance) or retention agreement; (G) any agreement involving any current director, manager, officer, shareholder or member of each of the Company or its Subsidiaries; (H) any lease or agreement under which each of the Company or its Subsidiaries is the lessee of, or holds or operates, any personal property owned by any other party, for which the annual rental exceeds $15,000; (I) any agreement that prohibits each of the Company or its Subsidiaries from freely engaging in business anywhere in the world; (J) any distributor, sales representative, franchise or similar agreement to which each of the Company or its Subsidiaries is a party to or bound by:by which each of the Company or its Subsidiaries is bound; and (iK) any “material contract” other agreement (as such term is defined or group of related agreements) either (A) involving more than $50,000 or (B) not entered into in Item 601(b)(10) the Ordinary Course of Regulation S-K of the SEC);Business and involving more than $10,000. (ii) any Contract that (A) expressly imposes any material restriction on the right or ability Each of the Company or any of its Subsidiaries has made available to compete with any Buyer a complete and accurate copy of each Material Contract (as amended to date). With respect to each Material Contract, and subject to applicable bankruptcy, insolvency, reorganization, moratorium or other person or acquire or dispose laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity: (i) the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business Material Contract is legal, valid, binding and enforceable and in full force and effect against each of the Company or its Subsidiaries, to the Knowledge of any Seller or each of the Company or its Subsidiaries, against each other party thereto; and (ii) the Material Contract will continue to be legal, valid, binding and enforceable and in full force and effect against each of the Company or its Subsidiaries and against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing. Neither each of the Company or its Subsidiaries nor, to the Knowledge of any Seller or each of the Company or its Subsidiaries, any other party, is in breach or violation of, or default under, any such Material Contract, and no event has occurred, is pending or, to the Knowledge of any Seller or each of the Company or its Subsidiaries, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material manner;breach or default by each of the Company or its Subsidiaries or any other party under such Material Contract. (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness Each of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) is not party to any joint ventureoral contract, partnership or limited liability company agreement or other similar Contract relating arrangement that, if reduced to written form, would be required to provide under the formation, creation, operation, management or control terms of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real PropertySection 3(y).

Material Contracts. (a) Except for this Agreement, as set forth in Section 3.20 of the Company Benefit Plans and agreements filed as exhibits to the Company SEC DocumentsDisclosure Schedule, as of the date of this Agreementhereof, neither the Company nor any of its Subsidiaries is a party to or bound by: by any Contract that (i) any is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of promulgated by the SEC); , (ii) any Contract that (A) expressly imposes any material restriction on would, after giving effect to the right Merger, materially limit or ability of restrict the Company Surviving Corporation or any of its Subsidiaries to compete with or any other person successor thereto, from engaging or acquire competing in any line of business or dispose of the securities of in any other person geographic area that it currently engages in or (B) that contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; non-solicitation provisions with respect to customers, (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge limits or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting otherwise restricts the ability of the Company or any of its Subsidiaries to pay dividends or make distributions to its shareholders or declare (iv) provides for the operation or pay dividends management of any material operating assets of the Company or its Subsidiaries by any person other than the Company or its Subsidiaries. Each Contract of the type described in respect this Section 3.20, whether or not set forth on Section 3.20 of their capital stockthe Company Disclosure Schedule is referred to herein as a “Company Material Contract.” Each Company Material Contract is a valid and binding obligation of the Company or its Subsidiary party thereto enforceable against the Company or its Subsidiary party thereto and, partnership intereststo the knowledge of the Company, membership interests each other party thereto, in accordance with its terms (except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other equity interestssimilar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought) and, is in full force and effect, and each of the Company and each of its Subsidiaries which is a party thereto has performed in all material respects all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the knowledge of the Company, each other party to each Company Material Contract has performed in all material respects all obligations required to be performed by it under such Company Material Contract, except, in each case, as would not, individually or in the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligationsaggregate, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by have a Company Material Adverse Effect. None of the Company or any of its Subsidiaries in excess has knowledge of, or has received written notice of, any violation of $25 million; and or default under (viior any condition which with the passage of time or the giving of written notice would cause such a violation of or default under) any material lease Company Material Contract to which it is a party or sublease with respect by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Company Leased Real PropertyMaterial Adverse Effect or, after giving effect to the Merger, a Parent Material Adverse Effect. “Contract” or “contract” means any written agreement, undertaking, contract, commitment, lease, license, permit, franchise, concession, deed of trust, contract, note, bond, mortgage, indenture, arrangement or other instrument or obligation.

Material Contracts. (a) Except for this Agreement, The Company has made available to Parent a true and complete copy of each Contract to which the Company Benefit Plans and agreements filed as exhibits to or any of the Company SEC Documents, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to as of May 4, 2021, or by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound by: as of May 4, 2021, which (i) any is a “material contract” (as such term is defined in within the meaning of Item 601(b)(10) of Regulation S-K of promulgated by the SEC); ; (ii) any Contract that (A) expressly imposes any material restriction on the right or ability contains covenants of the Company or any of its the Company Subsidiaries not to compete or engage in any line of business or compete with any other person Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or acquire would bind Parent or dispose its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any of the securities of Company Subsidiaries has entered into a partnership or joint venture with any other person Person (other than the Company or (Bany of the Company Subsidiaries) contains an exclusivity or “most favored nation” clause that restricts is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any of its Subsidiaries in a material manner; portion thereof) or (iiiB) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of its Subsidiaries the type described in an amount in excess of $25 million; clauses (i) through (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating of this Section 3.22(a) is referred to the formation, creation, operation, management or control herein as a “Material Contract.” Section 3.22(a) of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company Disclosure Schedule sets forth a true and its Subsidiaries or among the Company’s Subsidiaries;complete list of each Material Contract. (vb) any Each Material Contract expressly limiting is (assuming due power and authority of, and due execution and delivery by, the other party or restricting the ability parties thereto) a valid and binding obligation of the Company or the Company Subsidiaries party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company Subsidiaries nor, to the knowledge of the Company, any other party is in material breach of or in material default under any Material Contract, and no event has occurred that, with the lapse of its Subsidiaries in excess time or the giving of $25 million; and (vii) notice or both, would constitute a default thereunder by any material lease or sublease with respect to a Company Leased Real Propertyparty thereto.

Material Contracts. (a) Except for this Agreement, as set forth in the Company Benefit Plans and agreements filed as exhibits to the Company SEC DocumentsBDC Disclosure Schedule, as of the date of this Agreement, neither the Company BDC nor any of its Subsidiaries Subsidiaries, nor any of their respective assets, businesses, or operations, is a party to to, or is bound or affected by: , or receives benefits under, (i) any “material contract” contract relating to the borrowing of money by BDC or any of its Subsidiaries or the guarantee by BDC or any of its Subsidiaries of any such obligation (as such term is defined other than contracts pertaining to fully-secured repurchase agreements, and trade payables, and contracts relating to borrowings or guarantees made in Item 601(b)(10) the ordinary course of Regulation S-K of the SECbusiness); , (ii) any Contract contract containing covenants that (A) expressly imposes any material restriction on limit the right or ability of the Company BDC or any of its Subsidiaries to compete in any line of business or with any other person Person, or acquire to hire or dispose engage the services of any Person, or that involve any restriction of the securities of any other person geographic area in which, or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company method by which, BDC or any of its Subsidiaries in a material manner; may carry on its business (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money than as may be required by Law or any guarantee of such indebtedness of the Company Governmental Authority) (as each are hereinafter defined), or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company contract that requires it or any of its Subsidiaries to make distributions deal exclusively or declare on a “sole source” basis with another party to such contract with respect to the subject matter of such contract, (iii) any contract for, with respect to, or pay dividends in respect of their capital stockthat contemplates, partnership interestsa possible merger, membership interests consolidation, reorganization, recapitalization or other business combination, or asset sale or sale of equity interestssecurities not in the ordinary course of business consistent with past practice, as the case may be; with respect to BDC or any of its Subsidiaries, (viiv) any acquisition Contract that contains “earn out” lease of real or personal property providing for annual lease payments by or to BDC or its Subsidiaries in excess of $25,000 per annum other contingent payment obligationsthan financing leases entered into in the ordinary course of business in which BDC or any of its Subsidiaries is the lessor, or remaining indemnity (v) any contract that involves expenditures or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company receipts of BDC or any of its Subsidiaries in excess of $25 million25,000 per year not entered into in the ordinary course of business consistent with past practice. The contracts of the type described in the preceding sentence, whether or not in effect as of the date of this Agreement, shall be deemed “Material Contracts” hereunder. With respect to each of BDC’s Material Contracts that is disclosed in the BDC Disclosure Schedule, or would be required to be so disclosed if in effect on the date of this Agreement: (A) each such Material Contract is in full force and effect; and (viiB) neither BDC nor any of its Subsidiaries is in material lease or sublease default thereunder with respect to a Company Leased Real Propertyeach Material Contract, as such term or concept is defined in each such Material Contract; (C) neither BDC nor any of its Subsidiaries has repudiated or waived any material provision of any such Material Contract; and (D) no other party to any such Material Contract is, to BDC’s knowledge, in material default in any material respect. True copies of all Material Contracts, including all amendments and supplements thereto, are attached to the BDC Disclosure Schedule. (b) Neither BDC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for BDC’s own account or for the account of one or more of its Subsidiaries or their respective customers.

Material Contracts. (ai) Except for this Agreement, the Company Benefit Plans and agreements filed Contracts reflected as exhibits to its SEC Reports filed prior to the Company SEC Documentsdate of this Agreement, as of the date of this Agreement, neither the Company it nor any of its Subsidiaries Subsidiaries, nor any of their respective assets, businesses, or operations, is a party to to, or is bound or affected by: , or receives benefits under, (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (iiA) any Contract relating to the borrowing of money by it or any of its Subsidiaries or the guarantee by it or any of its Subsidiaries of any such obligation (other than Contracts pertaining to fully-secured repurchase agreements, and trade payables, and Contracts relating to borrowings or guarantees made in the ordinary course of business consistent with past practice), (B) any Contract containing covenants that (A) expressly imposes any material restriction on limit the right or ability of the Company it or any of its Subsidiaries to compete in any line of business or with any other person Person, or acquire or dispose that involve any restriction of the securities of any other person geographic area in which, or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company method by which, it or any of its Subsidiaries in a material manner; may carry on its business (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money than as may be required by Law or any guarantee Governmental Authority) or which requires referrals of such indebtedness of the Company business or requires it or any of its Subsidiaries in an amount in excess of $25 million; Affiliates to make available investment opportunities to any Person on a priority, equal or exclusive basis, (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (vC) any Contract expressly limiting with respect to the employment of any directors or restricting executive officers, or with any consultants that are natural Persons involving the ability payment of the Company $10,000,000 or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stockmore per annum, partnership interests, membership interests or other equity interests, as the case may be; (viD) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after prohibit, delay or materially impair the date hereof consummation of any of the transactions contemplated by the Company this Agreement, (E) any Contract that involves expenditures or receipts by it or any of its Subsidiaries in excess of $25 million25,000,000 per year not entered into in the ordinary course of business consistent with past practice, (F) any Contract with any Governmental Authority (other than routine or customary Contracts with any self-regulatory body) or (G) any other Contract or amendment thereto that would be required to be filed as an exhibit to any SEC Report (as described in Items 601(b) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to or incorporated by reference in its SEC Reports filed prior to the date of this Agreement. With respect to each of its Contracts that are (A) reflected as an exhibit to any SEC Report, (B) would be required under Items 601(b)(4) and 601(b)(10) of Regulation S-K under the 1933 Act to be filed as an exhibit to any of its SEC Reports, or (C) that is disclosed in its Disclosure Letter: (w) each such Contract is in full force and effect; and(x) neither it nor any of its Subsidiaries is in Default thereunder; (y) neither it nor any of its Subsidiaries has repudiated or waived any material provision of any such Contract; and (z) no other party to any such Contract is, to its knowledge, in Default thereunder in any material respect. (viiii) All interest rate swaps, caps, floors, option agreements, futures and forward contracts, and other similar risk management arrangements, whether entered into for its own account or for the account of one or more of its Subsidiaries or their respective customers, were entered into (A) in accordance with prudent business practices and all applicable Laws and (B) with counterparties believed to be financially responsible, and each of them is enforceable against it or its Subsidiaries and, to its knowledge, the applicable counterparties thereto, in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any material lease proceeding may be brought), and is in full force and effect. Neither it nor any of its Subsidiaries, nor to its knowledge, any other party thereto, is in Default of any of its obligations under any such agreement or sublease arrangement. Its Financial Statements disclose the value of such agreements and arrangements on a ▇▇▇▇-to-market basis in accordance with respect GAAP (including but not limited to Financial Accounting Statement 133) and, since September 30, 2006, there has not been a Company Leased Real Propertychange in such value that, individually or in the aggregate, has resulted in a Material Adverse Effect on it.

Material Contracts. (a) Except for None of the Seller Entities, nor any of their respective Assets, businesses, or operations, is a party to, or is bound by or receives benefits under, any Contract (whether written or oral), (i) that is either material to any Seller Entity or that would be required to be filed as an exhibit to a Form 10-K filed by any Seller Entity with the SEC if the Seller Entity were required to file or voluntarily filed such Form 10-K, (ii) that is an employment, severance, termination, consulting, or retirement Contract, (iii) relating to the borrowing of money by any Seller Entity or the guarantee by any Seller Entity of any such obligation (other than Contracts evidencing deposit liabilities, purchases of federal funds, fully secured repurchase agreements, advances and loans from the Federal Home Loan Bank, and trade payables, in each case in the Ordinary Course) in excess of $50,000, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements, (iv) which prohibits or restricts any Seller Entity (and/or, following consummation of the transactions contemplated by this Agreement, the Company Benefit Plans and agreements filed as exhibits any Buyer Entity) from engaging in any business activities in any geographic area, line of business or otherwise in competition with any other Person, (v) relating to the Company SEC Documentspurchase or sale of any goods or services by a Seller Entity (other than Contracts entered into in the Ordinary Course and involving payments under any individual Contract not in excess of $75,000 over its remaining term or involving Loans, as borrowings or guarantees originated or purchased by any Seller Entity in the Ordinary Course), (vi) which obligates any Seller Entity to conduct business with any third party on an exclusive or preferential basis, or requires referrals of business or any Seller Entity to make available investment opportunities to any Person on a priority or exclusive basis, (vii) which limits the date payment of this Agreementdividends by any Seller Entity, neither the Company nor (viii) pursuant to which any of its Subsidiaries is Seller Entity has agreed with any third parties to become a member of, manage or control a joint venture, partnership, limited liability company or other similar entity, (ix) pursuant to which any Seller Entity has agreed with any third party to a change of control transaction such as an acquisition, divestiture or bound by: merger or contains a put, call or similar right involving the purchase or sale of any equity interests or Assets of any Person and which contains representations, covenants, indemnities or other obligations (iincluding indemnification, “earn-out” or other contingent obligations) that are still in effect, (x) which relates to Intellectual Property of Seller, (xi) between any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of Seller Entity, on the SEC); (ii) any Contract that one hand, and (A) expressly imposes any material restriction on the right officer or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities director of any other person Seller Entity, or (B) contains an exclusivity to the Knowledge of Seller, any (1) record or beneficial owner of five percent or more of the voting securities of Seller, (2) Affiliate or family member of any such officer, director or record or beneficial owner or (3) any other Affiliate of Seller, on the other hand, except those of a type available to employees of Seller generally, (xii) that provides for payments to be made by any Seller Entity upon a change in control thereof, (xiii) that may not be canceled by Buyer, Seller or any of their respective Subsidiaries (A) at their convenience (subject to no more than 90 days’ prior written notice), or (B) without payment of a penalty or termination fee equal to or greater than $50,000 (assuming such Contract was terminated on the Closing Date), (xiv) containing any standstill or similar agreement pursuant to which Seller has agreed not to acquire Assets or equity interests of another Person, (xv) that provides for indemnification by any Seller Entity of any Person, except for non-material Contracts entered into in the Ordinary Course, (xvi) with or to a labor union or guild (including any collective bargaining agreement), (xvii) that grants any “most favored nation” clause right, right of first refusal, right of first offer or similar right with respect to any material Assets, or rights of any Seller Entity, taken as a whole, (xviii) that restricts the business would be terminable other than by a Seller Entity or under which a material payment obligation would arise or be accelerated, in each case as a result of the Company Merger or the announcement or consummation of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional acts or events), (xix) any other Contract or amendment thereto that is material to any Seller Entity or their respective business or Assets and not otherwise entered into in the Ordinary Course, (xx) any Seller Benefit Plans, pursuant to which any of its Subsidiaries in a material manner; (iii) any mortgagethe benefits thereunder will be increased, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness the vesting of the Company benefits will be accelerated, by the occurrence of the execution or delivery of this Agreement, the obtainment of the Seller Shareholder Approval or the consummation of any of its Subsidiaries in an amount in excess the transactions contemplated by this Agreement, or the value of $25 million; any of benefits under which will be calculated on the basis of any of the transactions contemplated by this Agreement, (ivxxi) any joint venturethat is a settlement, partnership consent or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control and contains any material continuing obligations of any joint ventureSeller Entity, partnership or limited liability company(xxii) that is a consulting Contract or data processing, software programming or licensing Contract involving the payment of more than $50,000 per annum (other than any such contracts which are terminable by any Seller Entity on 30 days or less notice without any required payment or other conditions, other than the condition of notice). Each Contract solely between of the Company type described in this Section 4.20(a), whether or not set forth in Seller’s Disclosure Memorandum, together with all Contracts referred to in Sections 4.13 and 4.19(a), are referred to herein as the “Seller Contracts.” (b) With respect to each Seller Contract: (i) the Seller Contract is legal, valid and binding on a Seller Entity and is in full force and effect and is enforceable in accordance with its Subsidiaries terms; (ii) no Seller Entity is in Default thereunder; (iii) no Seller Entity has repudiated or among waived any material provision of any such Seller Contract; (iv) no other party to any such Seller Contract is, to the Company’s Subsidiaries; Knowledge of Seller, in Default or has repudiated or waived any material provision thereunder; and (v) there is not pending or, to the Knowledge of Seller, threatened cancellations of any Seller Contract. (c) Seller has made available true, complete and correct copies of each Seller Contract expressly limiting or restricting the ability in effect as of the Company date hereof. All of the indebtedness of any Seller Entity for money borrowed is prepayable at any time by such Seller Entity without penalty or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real Propertypremium.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound byby any agreement, lease, easement, license, contract, note, mortgage, indenture or other legally binding obligation (excluding (i) any Hydrocarbon Contract (as defined above but disregarding any materiality qualifiers in such definition) that is a lease, easement or other instrument constituting the chain of title to the properties and assets onshore in the United States owned or held by the Company or any of its Subsidiaries and (ii) any Company Benefit Plan) (each, a “Contract”) that: (i) any would be required to be filed by the Company as a “material contract” (as such term is defined in Item item 601(b)(10) of Regulation S-K of the SEC); (ii) includes any Contract contingent payment obligations or similar payment obligations (including any “earn-out” obligations) that would require payments to any person (other than the Company, a wholly-owned Subsidiary of the Company, Parent, or any wholly-owned Subsidiary of the Parent) arising in connection with the acquisition or disposition by the Company or any of its Subsidiaries of any business which payment obligations would reasonably be expected to result in future payments by the Company or its Subsidiaries that exceed, individually or in the aggregate, $100 million; (iii) (A) expressly imposes limits in any material restriction respect either the type of business in which the Company or its Subsidiaries (or in which Parent or any of its Subsidiaries after the Effective Time) may engage or the manner or locations in which any of them may so engage in any business (including through “non-competition” or “exclusivity” provisions), (B) would require the disposition of any material assets or line of business of the Company or its Subsidiaries or, after the Effective Time, Parent or its Subsidiaries or (C) grants “most favored nation” status with respect to any material obligations that, after the Effective Time, would apply to Parent or any of its Subsidiaries, including the Company and its Subsidiaries, and would run in favor of any Person (other than the Company, a wholly-owned Subsidiary of the Company, Parent, or any wholly-owned Subsidiary of Parent); (iv) (A) is an indenture, loan or credit Contract, loan note, mortgage Contract, or other Contract representing, or any guarantee of, indebtedness for borrowed money of the Company or any Subsidiary of the Company in excess of $100 million (excluding any government-mandated or state-wide bonds or guarantees) or (B) is a guarantee by the Company or any of its Subsidiaries of such indebtedness of any person other than the Company or a wholly-owned Subsidiary of the Company in excess of $100 million (excluding any government-mandated or state-wide bonds or guarantees); (v) grants (A) rights of first refusal, rights of first negotiation or similar rights, or (B) puts, calls or similar rights, to any person (other than the Company or a wholly-owned Subsidiary of the Company) with respect to any asset that is material to the Company; provided that, in each case of (A) and (B), with respect to any Hydrocarbon Contract (as defined above but disregarding any materiality qualifiers in such definition) related to any properties or assets owned or held by the Company or any of its Subsidiaries, only to the extent that such rights would be triggered by the Transactions; (vi) was entered into to settle any material litigation and which imposes material ongoing obligations on the right Company or any of its Subsidiaries; (vii) limits or restricts the ability of the Company or any of its Subsidiaries to compete with any declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannerequity interests; (iiiviii) any mortgageis a partnership, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement company, joint venture or other similar Contract agreement or arrangement, in each case that is material to the Company, relating to the formation, creation, operation, management or control of any joint venturepartnership, partnership or limited liability companycompany or joint venture in which the Company owns, directly or indirectly, any voting or economic interest of 15% or more and has invested or is contractually required to invest capital in excess of $100 million, other than with respect to any such Contract solely between the Company and its Subsidiaries or among wholly-owned Subsidiary of the Company’s Subsidiaries; (vix) relates to the acquisition or disposition of any Contract expressly limiting business or restricting assets (other than the ability purchase and sale of Hydrocarbons and products in the ordinary course of business consistent with past practice) pursuant to which the Company or any of its Subsidiaries to make distributions has any liability in excess of $100 million in any transaction or declare or pay dividends in respect series of their capital stock, partnership interests, membership interests or other equity interests, as the case may berelated transactions; (vix) is a material joint operating agreement (JOA) in each of the geographic regions set forth in Section 3.21(a)(x) of the Company Disclosure Schedules (provided that, for these purposes, “material” shall mean material to the Company and its Subsidiaries with respect to their operations in such geographic region); (xi) is a Contract required to be set forth on Section 3.21(a)(xi) of the Company Disclosure Schedules (such Contracts, the “Specified Contracts”); (xii) is a Contract providing for indemnification of any officer or director of (A) the Company or (B) any acquisition Contract of its Significant Subsidiaries (excluding the MLP and its Subsidiaries); or (xiii) is any confidentiality agreement or standstill agreement the Company has entered into with any third party (or any agent thereof) that contains “earn out” is in effect on the date of this Agreement containing any exclusivity or other contingent payment obligationsstandstill provisions that are or will be binding on the Company, or remaining indemnity or similar obligationsany of its Subsidiaries or, that could reasonably be expected to result in payments after the date hereof by Effective Time, Parent or any of its Subsidiaries, including, after the Effective Time, the Company or any of its Subsidiaries in excess of $25 million; andSubsidiaries. (viib) Each such Contract described in clauses (i) through (xii) and not (xiii) above is referred to herein as a “Material Contract.” Each Material Contract is a valid and binding obligation of the Company and its Subsidiaries as applicable and, to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable by the Company or the applicable Subsidiary, in each case, subject to Creditors’ Rights, except as would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, and neither the Company nor any material lease or sublease with respect of its Subsidiaries, nor, to the knowledge of the Company, any other party to a Material Contract is in breach or violation of any provision of, or in default under, any Material Contract, and no event has occurred that, with or without notice, lapse of time or both, would constitute such a breach, violation or default, except for breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Company Leased Real PropertyMaterial Adverse Effect. A copy of each Material Contract has previously been made available to Parent.

Material Contracts. (a) Except for this Agreement, such agreements or arrangements listed in Section 4.13(a) of the Company Benefit Plans and agreements filed Parent Disclosure Letter or that are included as exhibits to the Company Parent SEC DocumentsDocuments filed and publicly available prior to the date of this Agreement, and except for this Agreement, as of the date of this Agreement, neither the Company Parent nor any of its Subsidiaries is a party to or bound by: by any material contract, arrangement, commitment or understanding (whether written or oral) (i) which is an employment agreement between Parent, on the one hand, and its officers and key employees, on the other hand, (ii) which, upon the consummation of the Merger or any “other transaction contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any material contract” payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any material payment or benefits, from Parent, Merger Sub, the Company or the Surviving Entity or any of their respective Subsidiaries to any officer, director, consultant or employee of any of the foregoing, (iii) which is a material contract (as such term is defined in Item 601(b)(10601(b)(10)(i) or 601(b)(10)(ii) of Regulation S-K of the SEC); ) to be performed after the date of this Agreement, (iiiv) which expressly limits the ability of Parent or any Contract that Subsidiary of Parent, or would limit the ability of the Surviving Entity (or any of its affiliates) after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time, in each case, if such limitation is or is reasonably likely to be material to Parent and its Subsidiaries, taken as a whole, or, following the Effective Time, to the Surviving Entity and its affiliates, taken as a whole, (v) which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or agreement involving a sharing of profits and expenses with one or more third Persons, (vi) the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (vii) which is a stockholder rights agreement or which otherwise provides for the issuance of any securities in respect of this Agreement or the Merger. Each contract, arrangement, commitment or understanding (A) expressly imposes any material restriction on included as an exhibit to the right Parent SEC Documents filed and publicly available prior to the date of this Agreement, or ability (B) listed in Section 4.13(a) of the Parent Disclosure Letter described in this Section 4.13(a), whether or not included as an exhibit to the Parent SEC Documents, is referred to herein as a “Parent Material Contract,” and for purposes of the bringdown of Section 4.13(b) pursuant to Section 6.2(a), “Parent Material Contract” shall include as of the date entered into any such contract, arrangement, commitment or understanding that is entered into after the date of this Agreement. Parent has previously made available to the Company true, complete and correct copies of each Parent Material Contract that is not included as an exhibit to the Parent SEC Documents. For the avoidance of doubt, Parent’s charter constitutes a Parent Material Contract. (b) Each Parent Material Contract is valid and binding and in full force and effect and Parent and each of its Subsidiaries have performed all obligations required to be performed by them to date under each Parent Material Contract, except where such failure to be valid and binding or in full force and effect or such failure to perform individually or in the aggregate has not had and would not be reasonably likely to have or result in a Material Adverse Effect on Parent. Except for such matters as individually or in the aggregate have not had and would not be reasonably likely to have or result in a Material Adverse Effect on Parent, to Parent’s knowledge, (i) there does not exist, nor has Parent or any of its Subsidiaries to compete with received written notice of, any other person breach of or acquire violation or dispose default under, any of the securities terms, conditions or provisions of any other person or Parent Material Contract and (Bii) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or neither Parent nor any of its Subsidiaries has received written notice of the desire of the other party or parties to any such Parent Material Contract to exercise any rights such party has to cancel, terminate or repudiate such Parent Material Contract or exercise remedies thereunder. Each Parent Material Contract is enforceable by Parent or a Subsidiary of Parent in accordance with its terms, except as such enforcement may be subject to or limited by (x) bankruptcy, insolvency, reorganization, moratorium or other Laws, now or hereafter in effect, affecting creditors’ rights generally and (y) the effect of general principles of equity (regardless of whether enforceability is considered in a material manner; (iiiproceeding at law or in equity) any mortgageor except where such unenforceability individually or in the aggregate has not had, noteand would not be reasonably likely to have or result in, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real PropertyMaterial Adverse Effect on Parent.

Material Contracts. (a) Except for this Agreement, as set forth in Section 3.9(a) of the Company Benefit Plans and agreements filed as exhibits to the Company SEC DocumentsDisclosure Letter, as of the date of this Agreement, neither of the Company nor any of its Subsidiaries is a party to or bound by (and none of their respective assets are bound by: ) any: (i) any “Contract (other than this Agreement) that would be required to be filed by the Company as a material contract” (as such term is defined in contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC); ; (ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of indebtedness for borrowed money or Contract providing for or guaranteeing indebtedness for borrowed money in excess of $15,000,000; (iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory in the ordinary course of business); (iv) Contract that contains a put, call, right of first refusal, right of first negotiation, right of first offer, redemption, repurchase or similar right pursuant to which the Company or any of its Subsidiaries would be required to purchase or sell, as applicable, any equity interests, businesses, lines of business, divisions, joint ventures, partnerships or other assets of any Person; (v) settlement agreement or similar Contract with a Governmental Entity or Order to which the Company or any of its Subsidiaries is a party involving future performance by the Company or any of its Subsidiaries in any such case, which is material to the Company or material to the Company’s Subsidiaries, taken as a whole; (vi) Contract providing for indemnification (including any obligations to advance funds for expenses) of the current or former directors or officers of the Company or any of its Subsidiaries; (vii) to the Knowledge of the Company, any collective bargaining agreement, or any other Contract (including any union “work rule” or “practice”) with any labor union, labor organization or works council; (viii) any Contract that for capital expenditures or the acquisition or construction of fixed assets which requires aggregate future payments in excess of $20,000,000; (Aix) expressly imposes any material restriction on the right or ability Contract containing covenants of the Company or any of its Subsidiaries to indemnify or hold harmless another Person, unless such indemnification or hold harmless obligation to such Person contained in such Contract would not reasonably be expected to exceed a maximum of $25,000,000; (x) any Contract that limits or purports to limit the ability of the Company or any Subsidiary or Affiliate of the Company (including, following the Merger, Parent or any of its Affiliates) to compete in or conduct any line of business or compete with any other person Person or acquire in any geographic area or dispose during any period of time; (xi) to the Knowledge of the securities of Company, any license, royalty Contract or other person Contract with respect to Intellectual Property Rights (other than generally commercially available, “off-the-shelf” software programs) which license, royalty Contract or other Contract, or which Intellectual Property, is material to the Company and its Subsidiaries, taken as a whole; (Bxii) contains an exclusivity or “most favored nation” clause that restricts the business of (A) any Contract pursuant to which the Company or any of its Subsidiaries in has entered into a material manner; partnership or joint venture with any other Person, or (iiiB) any mortgagecollaboration, noteparticipation, debentureoff-set or similar Contract which, indenturein the case of this clause (B), security agreementis material to the Company and its Subsidiaries, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness taken as a whole; (xiii) to the Knowledge of the Company Company, any Contract that (A) grants to any third Person any material exclusive license or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership supply or limited liability company distribution agreement or other similar Contract relating material exclusive rights, (B) grants to the formationany third Person any guaranteed availability of supply or services for a period greater than 12 months, creationand, operationin each case, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries requires aggregate payments to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million25,000,000 per annum, (C) grants to any third Person any “most favored nation” rights and requires aggregate payments to the Company or any of its Subsidiaries in excess of $25,000,000 per annum or (D) grants to any third Person price guarantees for a period greater than 12 months and requires aggregate payments to the Company or any of its Subsidiaries in excess of $25,000,000 per annum; and(xiv) any Contract, other than a Company Plan, which requires payments by or to the Company or any of its Subsidiaries in excess of $5,000,000 per annum containing “change of control” or similar provisions; (xv) to the Knowledge of the Company, any material sole source supply Contracts; (xvi) any other Contract (other than this Agreement, purchase orders for the purchase of inventory in the ordinary course of business consistent with past practice or Contracts between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) under which the Company and its Subsidiaries are obligated to make or receive payments in the future in excess of $50,000,000 per annum or $500,000,000 during the life of the Contract; or (xvii) any Contract the termination or breach of which, or the failure to obtain consent in connection with the Transactions in respect of which, would have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each such Contract described in clauses (i)-(xvii) is referred to herein as a “Material Contract.” (viib) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) neither the Company nor any material lease of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in default under any Material Contract, (ii) each of the Material Contracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, except that such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or sublease other similar Laws affecting creditors’ rights generally and general principles of equitable relief, (iii) the Company and its Subsidiaries have performed all respective obligations required to be performed by them to date under the Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination or breach with respect to, and, to a Company Leased Real Propertythe Knowledge of the Company, no party has threatened to terminate, any Material Contract.

Material Contracts. (ai) Except for this Agreement, Section 5.1(r)(i) of the Company Benefit Plans and agreements filed as exhibits Disclosure Letter lists or otherwise references a listing of the following Contracts to the Company SEC Documentswhich, as of the date of this Agreement, neither the Company nor or any of its Subsidiaries is a party to or by which any of them is bound by:(each, a “Material Contract”): (iA) any Contract that is required to be filed by the Company as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K of the SEC)K; (iiB) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries (other than purchase orders for the purchases of inventory, services or equipment in the ordinary course of business, this Agreement or Contracts subject to compete with clause (D) below) having an aggregate value per Contract, or involving payments by or to the Company or any other person of its Subsidiaries, of more than $15,000,000 on an annual basis or acquire or dispose $30,000,000 over the term of the securities of Contract, except for any other person or (B) contains an exclusivity or “most favored nation” clause such Contract that restricts the business of may be cancelled without penalty by the Company or any of its Subsidiaries in a material mannerupon notice of ninety (90) days or less; (iiiC) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of Contract containing covenants binding upon the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting that restricts the ability of the Company or any of its Subsidiaries (or which, following the consummation of the Merger, could restrict the ability of the Surviving Corporation or any of its Affiliates) to make engage in or compete in any business or with any Person or in any geographic area or distribution channel that the Company or its Subsidiaries currently engages in and that would be material to the Company and its Subsidiaries, taken as a whole, except for any such Contract that may be cancelled without penalty by the Company or any of its Subsidiaries upon notice of ninety (90) days or less; (D) any Contract with respect to any joint venture, partnership or similar arrangements that is material to either the smokeless tobacco product or wine business segment of the Company and its Subsidiaries (the “Business Units”); (E) any Contract that prohibits the payment of dividends or distributions or declare or pay dividends in respect of their capital stockstock of the Company or any of its Subsidiaries, partnership interests, membership interests prohibits the pledging of the capital stock of the Company or other equity interests, as any of its Subsidiaries or prohibits the case may beissuance of guarantees by the Company or any of its wholly-owned Subsidiaries; (viF) any Contract pursuant to which any indebtedness for borrowed money with a principal amount in excess of $10,000,000 of the Company or any of its Subsidiaries is outstanding or may be incurred, and all guarantees by the Company or any of its Subsidiaries of any indebtedness for borrowed money with a principal amount in excess of $10,000,000 of any Person (other than the Company or any wholly-owned Subsidiary of the Company); (G) any Contract (or a related series of Contracts) for the acquisition Contract that contains or disposition by the Company or any of its Subsidiaries of assets (other than the purchase of grapes or tobacco) with a value of more than $10,000,000 or with respect to which the Company or any of its Subsidiaries has continuing indemnification, “earn earn-out” or other contingent payment obligations, or remaining indemnity or similar obligationsin each case, that could would reasonably be expected to result in payments after in excess of $10,000,000; (H) any Contract providing for indemnification or any guaranty by the date hereof Company or any Subsidiary thereof, where in each case such indemnification obligation or guaranty is material to the Company and its Subsidiaries, taken as a whole, other than (x) any guaranty by the Company or a Subsidiary thereof of any of the obligations of (i) the Company or another wholly-owned Subsidiary thereof or (ii) any Subsidiary (other than a wholly-owned Subsidiary) of the Company that was entered into in the ordinary course of business pursuant to or in connection with a customer Contract or (y) any Contract providing for indemnification of customers or other Persons pursuant to Contracts entered into in the ordinary course of business; (I) any Contract that contains any provision that requires the purchase of all of the Company’s or any of its Subsidiaries’ requirements for a given product or service from a given third party which product or service is material to either of the Business Units; (J) any Contract that licenses to third parties any material Intellectual Property owned by the Company or any of its Subsidiaries (other than in the ordinary course of business); (K) any employment or consulting Contract with any current or former (x) executive officer of the Company, (y) member of the Company Board or (z) Employee providing for an annual base salary in excess of $25 million500,000; (L) any Contract that (i) contains most favored customer pricing provisions which are material to either of the Business Units, or (ii) grants any exclusive rights or rights of first refusal which are material to either of the Business Units; and (viiM) any material lease Contract that would prevent, materially delay or sublease with respect materially impair the Company’s ability to consummate the Merger or the other transactions contemplated by this Agreement. (ii) The Company has made available to Parent correct and complete copies of all such Material Contracts. Each of the Material Contracts is valid and binding on the Company and each of its Subsidiaries 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, reasonably be expected to have a Company Leased Real PropertyMaterial Adverse Effect. There is no breach or default under any Material Contract by the Company or any of its Subsidiaries, or to the Knowledge of the Company, any other party thereto and no event has occurred that with or without the lapse of time or the giving of notice or both would constitute a breach or default thereunder by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Material Contracts. (a) Except for this AgreementExcept, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documentsin each case, as listed in Section 3.1(j) of the American Disclosure Letter: (i) As of the date of this Agreement, neither the Company American nor any of its Subsidiaries is a party to or bound by: by any Contract (iother than Contracts rejected in connection with the Cases as of the date of this Agreement) any “material contract” (as such term is defined in required pursuant to Item 601(b)(10) 601 of Regulation S-K of under the SEC);Securities Act to be filed as an exhibit to American’s Annual Report on Form 10-K for the year ended December 31, 2011, or on any Quarterly Report on Form 10-Q or Current Report on Form 8-K filed by American since December 31, 2011, which has not been so filed. (ii) As of the date of this Agreement, neither American nor any of its Subsidiaries is a party to or is bound by any Contract (other than Contracts rejected in connection with the Cases as of the date of this Agreement) that is: (A) expressly imposes a non-competition Contract or other Contract (other than the American CBAs) that (I) purports to limit in any material restriction on respect (including pursuant to an exclusivity provision that is material to the right or ability operation of the Company business of American and its Subsidiaries, taken as a whole) either the type of business in which American or its Subsidiaries may engage or the manner or locations in which any of them may so engage in any business, or (II) could require the disposition of any material assets or line of business of American or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or Subsidiaries; (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement business alliance Contract; (C) a capacity purchase, regional carrier or other similar Contract; (D) a material co-branded credit card or credit card processing Contract; or (E) a Contract relating pursuant to which any indebtedness is outstanding or may be incurred (except for any Contract pursuant to which the formation, creation, operation, management or control aggregate principal amount of any joint venture, partnership or limited liability company, such indebtedness cannot exceed $200,000,000). (iii) All Contracts (other than Contracts rejected in connection with the Cases as of the date of this Agreement or rejected in connection with the Cases after the date hereof in accordance with this Agreement) that have been filed as an exhibit to American’s Annual Report on Form 10-K for the year ended December 31, 2011, or on any Quarterly Report on Form 10-Q or Current Report on Form 8-K filed by American since December 31, 2011, and all Contracts listed in Section 3.1(j)(ii) of the American Disclosure Letter, together with all amendments, exhibits and schedules to such Contract solely between Contracts, shall constitute the Company and its Subsidiaries or among the Company’s Subsidiaries;“American Material Contracts.” (viv) any A true and complete copy of each American Material Contract expressly limiting has previously been delivered or restricting the ability made available to US Airways (subject to applicable confidentiality restrictions) and each American Material Contract that is a Binding American Contract is a valid and binding agreement of the Company American or any one of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interestsSubsidiaries, as the case may be; (vi) , and is, or will be, in full force and effect, except to the extent it has previously expired in accordance with its terms or if the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to have an American Material Adverse Effect. Neither American nor any acquisition of its Subsidiaries is in default or breach under the terms of any American Material Contract that contains “earn out” is a Binding American Contract, which default or other contingent payment obligationsbreach would, individually or remaining indemnity or similar obligationsin the aggregate, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real Propertyan American Material Adverse Effect.

Material Contracts. (a) Except for this AgreementSchedule 5.18(a) of the Parent Disclosure Letter, together with the Company Benefit Plans and agreements filed as lists of exhibits to contained in the Company Parent SEC Documents, sets forth a true and complete list (but excluding any Parent Plan), as of the date of entry into this Agreement, neither of the Company nor following contracts to which Parent or any of its Subsidiaries is a party to or bound byparty: (i) any each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the SECExchange Act); (ii) any Contract that (A) expressly imposes any material restriction on the right each agreement or ability Organizational Document of the Company Parent or any of its Subsidiaries that would, on or after the Closing Date, prohibit or restrict the ability of Parent or any of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to declare and pay dividends or distributions with respect to their capital stock, pay any Indebtedness for borrowed money, obligations or Liabilities from time to time owed to Parent or any of its Subsidiaries (including the Surviving Corporation and its Subsidiaries), make loans or advances to Parent or any of its Subsidiaries (including the Surviving Corporation and its Subsidiaries); (iii) each contract that contains covenants that limit the ability of Parent or any of its Affiliates to compete in any business or with any other person or acquire in any geographic area or dispose distribution or sales channel, or to sell, supply or distribute any service or product, in each case, that could reasonably be expected to be material to the business of Parent and its Subsidiaries, taken as a whole; (iv) each contract that (A) provides for material exclusive rights for the securities benefit of any other person or third party, (B) contains an exclusivity or grants “most favored nation” clause that restricts the business status to any third party or (C) requires Parent or any of the Company its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to Parent and its Subsidiaries taken as a whole and (2) may not be terminated (including such restrictive provisions) by Parent or its Subsidiaries on less than 90 days’ notice without payment by Parent or any of its Subsidiaries in a of any material mannerpenalty; (iiiv) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money each contract with a remaining term of more than one year from the date hereof that could require Parent or any guarantee of its Affiliates to purchase all (or a specified portion of) its total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $25 million in the aggregate during the fiscal year ending December 31, 2024 or any future fiscal year and (B) may not be terminated (including such indebtedness of the Company restrictive provisions) by Parent or its Subsidiaries on less than 90 days’ notice without payment by Parent or any of its Subsidiaries in of any material penalty; (vi) each agreement evidencing any Indebtedness for borrowed money having an outstanding principal amount or outstanding commitments in excess of $25 million; (ivvii) any coal supply agreement or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the later of the commencement of the term of the agreement and the date hereof (or, if the contract is entered into after the date of this Agreement, three years from the later of the commencement of the term of the agreement and the date the contract is entered into), (B) under which the aggregate amounts to be paid by Parent and its Subsidiaries over the remaining term of such agreement, order or commitment would reasonably be expected to exceed $100 million or (C) under which the aggregate amounts to be received by Parent and its Subsidiaries over the remaining term of such agreement, order or commitment would reasonably be expected to exceed $100 million; (viii) that is a contractual royalty, production payment, net profits, earn-out or similar contract on a material property of such Party that has a value or expected value in excess of $5 million from the date hereof, excluding, however, any of the foregoing payable pursuant to any instrument with respect to Parent Real Property; (ix) each contract relating to the disposition or acquisition by Parent or any of its Subsidiaries of any material business or any material amount of assets (other than in the Ordinary Course) with obligations remaining to be performed or Liabilities continuing after the entry into this Agreement; (x) each contract involving any exchange traded, over-the-counter or other swap, cap, floor, collar, futures contract, forward contract, option or any other derivative financial instrument or contract including commodities, in each case, with a notional amount exceeding $100 million and a term of at least three years from the entry into the instrument or contract, in each case, other than contracts for the purchase and sale of coal, diesel fuel and ANFO (ammonium nitrate and fuel oil) and contracts entered into as a hedging activity in the Ordinary Course consistent with Parent’s past practice and internal policy guidelines; (xi) any joint venture, partnership or limited liability company agreement similar organizational contract involving a sharing of profits or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company losses by Parent or any of its Subsidiaries (or any contract, agreement or understanding involving any joint venture partner or any of its affiliates that relates to make distributions the applicable joint venture or declare or pay dividends the assets thereof) other than any contract entered into in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could Ordinary Course which would not reasonably be expected to result in payments after the date hereof by the Company be material to Parent and its Subsidiaries, taken as a whole; and (xii) any contract to which Parent or any of its Subsidiaries is party granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any assets of Parent or any of its Subsidiaries (other than any purchase option for additional coal volumes or any contract entered into in excess of $25 million; andthe Ordinary Course which would not reasonably be expected to be material to Parent and its Subsidiaries, taken as a whole). (viib) Collectively, the contracts set forth in Section 5.18(a), whether or not set forth in the Parent Disclosure Letter, are referred to in this Agreement as the “Parent Contracts.” A complete and correct copy of each of the Parent Contracts has been made available to the Company (provided that order forms, purchase orders and statements of work, in each case, that do not contain any restrictive covenants or other material lease terms, need not be made available pursuant to this sentence, but shall nonetheless constitute Parent Contracts). Except as has not had and would not reasonably be expected to have, individually or sublease in the aggregate, a Parent Material Adverse Effect, each Parent Contract is legal, valid, binding and enforceable in accordance with its terms on Parent and each of its Subsidiaries that is a party thereto and, to the knowledge of Parent, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries is in breach or default under any Parent Contract nor, to the knowledge of Parent, is any other party to any such Parent Contract in breach or default thereunder, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Parent or its Subsidiaries, or, to the knowledge of Parent, any other party thereto. As of the entry into this Agreement, there are no disputes pending or, to the knowledge of Parent, Threatened with respect to any Parent Contract and neither Parent nor any of its Subsidiaries has received any notice of the intention of any other party to any Parent Contract to terminate for default, convenience or otherwise any Parent Contract, nor to the knowledge of Parent, is any such party threatening to do so, in each case except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Leased Real PropertyParent Material Adverse Effect.

Material Contracts. (a) Except for this Agreement, the Company Partnership Benefit Plans and agreements filed as exhibits to the Company Partnership SEC Documents, as of the date of this Agreement, neither none of the Company nor Partnership, the General Partner or any of its their Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company Partnership or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company Partnership or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company Partnership or any of its Subsidiaries in an amount in excess of $25 million, other than (A) such indebtedness among the Partnership and its wholly-owned Subsidiaries or (B) such indebtedness obligations of SESH; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company Partnership and its Subsidiaries or among the CompanyPartnership’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company Partnership or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership limited liability company interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company Partnership or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Partnership Leased Real Property.

Material Contracts. (a) Except for this Agreement, as set forth in the Company Benefit Plans and agreements SEC Reports filed as exhibits prior to the Company SEC Documents, as of the date of this AgreementAgreement or Schedule 3.17, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) any “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract contract or agreement for the purchase of materials or personal property from any supplier or for the furnishing of services to the Company or any of its Subsidiaries that individually involves future aggregate annual payments by the Company or any of its Subsidiaries of $500,000 or more; (Aiii) expressly imposes any material restriction on contract or agreement for the right sale, license or ability lease (as lessor) by the Company or any of its Subsidiaries of services, materials, products, supplies or other assets, owned or leased by the Company or any of its Subsidiaries, that individually involves future aggregate annual payments to the Company or any of its Subsidiaries of $500,000 or more; (iv) any contract, agreement or instrument relating to or evidencing indebtedness for borrowed money of the Company or any of its Subsidiaries to compete with in the amount of $250,000 or more; (v) any non-competition agreement or any other person agreement or acquire obligation which purports to limit in any material respect the manner in which, or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts localities in which, the business of the Company or any of its Subsidiaries in a material mannermay be conducted; (iiivi) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge voting or other agreement governing how any shares of Common Stock shall be voted; or (vii) any contract, agreement or instrument evidencing indebtedness arrangement to allocate, share or otherwise indemnify for borrowed money or any guarantee of such indebtedness of Taxes. The foregoing contracts and agreements to which the Company or any of its Subsidiaries in an amount in excess of $25 million;is a party or are bound are collectively referred to herein as "Company Material Contracts." (ivb) any joint ventureExcept as set forth on Schedule 3.17(b), partnership or limited liability company agreement or other similar each Company Material Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company is valid and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of binding on the Company or any of its Subsidiaries to make distributions or declare or pay dividends of the Company and is in respect of their capital stockfull force and effect, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by and the Company or any of its Subsidiaries of the Company, as applicable, has performed all obligations required to be performed by it to date under each Company Material Contract, except where such noncompliance or nonperformance, individually or in excess the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The Company does not know, nor has given or received notice of, any violation or default under (nor, to the knowledge of $25 million; and (viithe Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any material lease Company Material Contract, except where such violations or sublease with respect defaults, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Leased Real PropertyMaterial Adverse Effect.

Material Contracts. (a) Except for this Agreement, Section 4.20 of the Company Benefit Plans Disclosure Letter contains a complete and agreements filed as exhibits to the Company SEC Documentscorrect list, as of the date of this Agreement, neither of each Contract described below in this Section 4.20(a) under which the Company nor or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of its Subsidiaries their respective properties or assets is a party subject, in each case as of the date of this Agreement other than Company Benefit Plans (all Contracts of the type described in this Section 4.20(a) being referred to or bound by:herein as the “Material Contract”): (i) any Contract that (A) limits, curtails or restricts the ability of the Company or any Company Subsidiary to (x) compete or conduct activities in any geographic area or line of business with any Person or (y) use or enforce any Intellectual Property, or (B) includes any “most favored nation”, exclusive marketing, right of first refusal, first offer or first negotiation or other exclusive rights of any type or scope or that otherwise restrict the Company or any Company Subsidiary (or, upon completion of the Offer and the Merger, would restrict Parent or any of its Subsidiaries from engaging or competing in any line of business or in any geographic area), in the case of clauses (A) and (B) that would reasonably be expected to be material to the operations of the Company and Company Subsidiaries, taken as a whole; (ii) each acquisition or divestiture Contract or licensing agreement that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $7,500,000; (iii) any Contract (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) under which the Company or any Company Subsidiary is granted any license, option or other right (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property of a third party, or under which any third party is granted any license, option or other right (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property of the Company or any Company Subsidiary, in each case, which Contract is material to the Company and the Company Subsidiaries, taken as a whole; (iv) any Contract providing for indemnification, contribution or any guaranty in an amount that is material to the Company and the Company Subsidiaries, taken as a whole; (v) any Contract under which the Company or any Company Subsidiary grants or agrees to grant a license under all or substantially all of the patents of the Company and the Company Subsidiaries; (vi) any material Contract with a Major Customer or Major Supplier; (vii) any Contract with any Governmental Entity that is material to the conduct of the business of the Company or any of the Company Subsidiaries taken as a whole; (viii) each Contract not otherwise described in any other subsection of this Section 4.20(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $10,000,000 in the twenty-four (24)-month period following the date hereof, which cannot be terminated by the Company or such Company Subsidiary on less than sixty (60) days’ notice without material payment or penalty; (ix) each Contract relating to outstanding Indebtedness of the Company or the Company Subsidiaries for borrowed money, any indenture or any financial guaranty thereof (whether incurred, assumed, guaranteed or secured by any asset) other than (A) Contracts solely among the Company and any wholly owned Company Subsidiary and (B) any Contracts relating to Indebtedness explicitly filed with the SEC in the Company SEC Documents on its Electronic Data Gathering Analysis and Retrieval System; (x) each material Contract that provides for or relates to interest rate derivatives, currency derivatives or other derivatives; (xi) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member, but not including any Company Benefit Plans; (xii) any material joint venture, strategic alliance, joint development or partnership agreement; (xiii) any collective bargaining agreement or other Contract with any labor union, labor organization or work council; (xiv) (A) all employment Contracts of those employees and managers that received from the Company or any Company Subsidiary annual compensation (including base salary, commissions, and annual or other periodic or project bonuses) in excess of $150,000 paid through the date of this Agreement for fiscal year 2015, and (B) all consulting Contracts for those consultants that received from the Company or any Company Subsidiary annual compensation in excess of $150,000 paid through the date of this Agreement for fiscal year 2015 (provided that references to such Contracts have been made completely anonymous for those employees, managers or consultants based in jurisdictions where this is required under applicable data privacy/protection Laws); and (xv) any Contract not otherwise described in any other subsection of this Section 4.20(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);) with respect to the Company. (iib) Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract that (A) expressly imposes any material restriction on where such breach or default would have or reasonably be expected to have, individually or in the right or ability aggregate, a Company Material Adverse Effect. To the knowledge of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose Company, as of the securities date hereof, no other party to any Material Contract is in breach of any other person or default (B) contains an exclusivity and no event has occurred or “most favored nation” clause condition or circumstance exists that restricts the business would, with or without notice or lapse of the Company or any of its Subsidiaries in a material manner; (iii) any mortgagetime, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could would reasonably be expected to result in payments after a breach of default) under the date hereof by terms of any Material Contract where such breach or default would have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid and binding obligation of the Company or any the Company Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto, enforceable against each such Person in accordance with its Subsidiaries terms, and is in excess of $25 million; and (vii) any material lease or sublease with respect full force and effect, subject to a Company Leased Real Propertythe Enforceability Limitations.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the date For purposes of this Agreement, neither a “Material Contract” means each of the Company nor any of its Subsidiaries is a party to or bound by: following: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the SECSecurities Act); ; (ii) any Contract with any employee, individual consultant or independent contractor that provides for annual compensation in excess of $150,000 and is not immediately terminable by the Company or any of its Subsidiaries without cost or liabilities, including any Contract requiring the Company to make a payment to any employee on account of the transactions contemplated by this Agreement (including the Merger) or any Contract that is entered into in connection with this Agreement; (iii) any collective bargaining agreement or other Contract with a labor organization; (iv) any material Contract providing for indemnification or any guaranty (in each case, under which the Company has continuing obligations as of the date hereof); (v) any material Contract containing any covenant, commitment or other obligation (A) expressly imposes any material restriction on limiting the right or ability of the Company or any of its Subsidiaries to engage in any line of business, to make use of any Registered Company Owned Intellectual Property or to compete with any other person or acquire or dispose Person in any line of the securities of any other person or business, (B) contains an exclusivity or granting any exclusive rights, (C) containing a “most favored nation” clause or similar provision, (D) prohibiting the Company or any of its Subsidiaries (or, after the Effective Time, Parent) from engaging in business with any Person or levying a fine, charge or other payment for doing so or (E) otherwise prohibiting or limiting the right of the Company or its Subsidiaries to develop, sell, distribute or manufacture any products or services, other than such Contracts that restricts may be cancelled without continuing material obligations, restrictions or liabilities to the Company upon notice of thirty (30) days or less; (vi) any Contract (A) relating to the license, disposition or acquisition by the Company or any of its Subsidiaries of a material amount of assets other than in the ordinary course of business or (B) pursuant to which the Company or any of its Subsidiaries will acquire any material ownership interest in any other Person or other business enterprise other than the Company’s Subsidiaries; (vii) any Contract for the acquisition or disposition of any business; (viii) any material dealer, distributor, sales agency, joint marketing agreement, to jointly market any product, technology or service; (ix) any material Contract pursuant to which the Company or any of its Subsidiaries have continuing obligations to jointly develop any Intellectual Property Rights that will not be owned solely by the Company or one of its Subsidiaries; (x) any joint venture agreements, material development agreements, or material outsourcing arrangements (including material Contracts to assemble, manufacture and package any Company Product); (xi) any mortgages, indentures, guarantees, material loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or material extension of credit, other than trade receivables and payables; (xii) any settlement Contract, other than (a) releases entered into with former employees or independent contractors of the Company in the ordinary course of business or (b) settlement Contracts only involving the payment of cash (which has been paid) in amounts that do not exceed $250,000 in any individual case; (xiii) any Contract with the federal government, any foreign government, any state or local government or any division, subdivision, department, agency or instrumentality thereof; (xiv) any Lease of, or purchase or sale Contract with respect to, any real property; (xv) any Contract with any healthcare provider (e.g., doctors and contract research organizations) of the Company or any of its Subsidiaries in a that may not be cancelled without material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of liability to the Company upon notice of thirty (30) days or any of its Subsidiaries in an amount in excess of $25 million; less; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (vxvi) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent provides for payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof obligations by the Company or any of its Subsidiaries in excess of $25 million100,000 or more in any individual case and is not disclosed pursuant to clauses (i) through (xv) above; and and (viixvii) any material lease Contract, the termination or sublease with respect breach of which would be reasonably expected to have a Company Leased Real PropertyMaterial Adverse Effect and is not disclosed pursuant to clauses (i) through (xv) above. Other than Material Contracts filed as an exhibit to the Company Reports, Section 5.1(t) of the Company Disclosure Letter contains a complete and accurate list of all Material Contracts to which the Company or any of its Subsidiaries is a party or which bind or affect their respective properties or assets, and identifies each subsection of Section 5.1(t) that describes such Material Contract. The Company has delivered or made available to Parent complete and correct copies of each such Material Contract. To the knowledge of the Company, each Material Contract is valid and binding on the Company (and/or each such Subsidiary of the Company, as the case may be) and is in full force and effect, and neither the Company nor any of its Subsidiaries party thereto, nor, to the knowledge of the Company, any other party thereto, is in breach of, or default under, in any material respect, any such Material Contract, and to the knowledge of the Company no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder in any material respect by the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other party thereto. Neither the Company nor any of its Subsidiaries has received any written notice or other communication regarding any actual or alleged violation or breach of or default under, or intention to cancel or modify, any Material Contract. Neither the Company nor any of its Subsidiaries has entered into any standstill agreement with any third party (or other agreement containing a standstill provision) that does not automatically terminate upon the execution of this Agreement.

Material Contracts. (aA) Except for this Agreement, any SUG Plan, as set forth on Schedule 4.12 of the Company Benefit Plans and agreements ETE Disclosure Schedule or filed or incorporated by reference as exhibits an exhibit to the Company SUG SEC DocumentsReports as of the date hereof, as of the date Execution Date, none of this Agreement, neither the Company nor any of its Subsidiaries SUG Parties is a party to or bound byby any Contract (each, an “ETE Material Contract”) that: (i1) any is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii2) any is a Contract that (Ai) expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries SUG Party to compete with any other person Person or acquire or dispose of the securities of any other person another Person or (Bii) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries SUG Party in a material manner; (iii3) any is a mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries SUG Party in an amount in excess of $25 million25,000,000; (iv4) is a Contract that provides for the acquisition, disposition, license, use, distribution or outsourcing of assets, services, rights or properties with a value, or requiring the payment of an annual amount by any SUG Party, in excess of $50,000,000; (5) is a joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s any SUG Party and their Subsidiaries; (v6) any is a Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries SUG Party to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi7) any is an acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries SUG Party in excess of $25 million50,000,000; and (vii) 8) any material lease or sublease with respect to a Company any SUG Party Leased Real Property. (B) Each ETE Material Contract is a valid and binding obligation of the respective SUG Party, and is in full force and effect and enforceable in accordance with its terms against the respective SUG Party and, to the Knowledge of ETE, the other parties thereto, except, in each case, as enforcement may be limited by Creditors’ Rights. ETE has made available to the ETP Parties a true and complete copy of each ETE Material Contract in its possession. (C) None of the SUG Parties nor, to the Knowledge of ETE, any other party to any ETE Material Contract is in default or breach in any material respect under the terms of any ETE Material Contract and no event has occurred that with the giving of notice or the passage of time or both would constitute a breach or default in any material respect by the SUG Parties, or to the Knowledge of ETE, any other party to any ETE Material Contract, or would permit termination, modification or acceleration under any ETE Material Contract. (D) As of the Execution Date, to the Knowledge of ETE, none of the SUG Parties has received notice that any current supplier, shipper or customer intends to amend or discontinue a business relationship (including termination of an ETE Material Contract) with the SUG Parties that could reasonably be expected to generate revenues for the SUG Parties or pursuant to which the SUG Parties could reasonably be expected to incur costs, in either case of $10,000,000 or more in the aggregate.

Material Contracts. Except as Previously Disclosed or otherwise reflected in the Target Financial Statements, none of the Target Companies, nor any of their respective Assets, businesses or operations, is a party to, or is bound or affected by, or receives benefits under, (a) Except any employment, severance, termination, consulting or retirement Contract providing for this Agreementaggregate payments to any Person in any calendar year in excess of $25,000, (b) any Contract relating to the borrowing of money by any Target Company Benefit Plans or the guarantee by any Target Company of any such obligation (other than Contracts evidencing deposit liabilities, purchases of federal funds, fully secured repurchase agreements, trade payables and agreements Contracts relating to borrowings or guarantees made in the ordinary course of business), and (c) any other Contract or amendment thereto that would be required to be filed as exhibits an exhibit to the Company SEC Documents, any Target Regulatory Report filed by Target with any Regulatory Authority as of the date of this Agreement that has not been filed by Target with any Regulatory Authority as an exhibit to any Target Regulatory Report for the fiscal year ended December 31, 2003 (together with all Contracts referred to in Sections 4.10 and 4.14(a) of this Agreement, neither the Company nor any of its Subsidiaries is a party “Target Contracts”). With respect to or bound by: each Target Contract, (i) any “material contract” (as such term the Contract is defined in Item 601(b)(10) of Regulation S-K of the SEC); full force and effect, (ii) any Contract that (A) expressly imposes any material restriction no Target Company is in Default thereunder other than Defaults which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; Target Companies, (iii) no Target Company has repudiated or waived any mortgageMaterial provision of any such Contract, noteand (iv) no other party to any such Contract is, debentureto the Knowledge of the Target Companies, indenturein Default in any respect, security agreementother than Defaults which are not reasonably likely to have, guarantyindividually or in the aggregate, pledge a Material Adverse Effect on the Target Companies, or other agreement has repudiated or instrument evidencing indebtedness for borrowed money or waived any guarantee Material provision thereunder. Except as Previously Disclosed, all of such the indebtedness of the Company or Target Companies for money borrowed is prepayable at any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof time by the Company Target Companies without penalty or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real Propertypremium.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as Section 4.08(a) of the date Disclosure Schedules lists each of this Agreement, neither the following Contracts to which any Asset Seller or the Acquired Company nor any of its Subsidiaries is a party or by which it is bound, in each case that relate primarily to the Business or bound bythe Purchased Assets: (i) any “material contract” (as such term is defined all Contracts involving aggregate consideration in Item 601(b)(10) excess of Regulation S-K of the SEC)$1,000,000 that cannot be cancelled without penalty on not more than 120 days’ notice; (ii) any Contract all Contracts that (A) expressly imposes any material restriction on provide for the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities indemnification of any Person or the assumption of any Tax or other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business Liability of the Company or any of its Subsidiaries in a material mannerPerson; (iii) all Contracts with any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 millionGovernmental Authority (“Government Contracts”); (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to all Contracts for the formation, creation, operation, management or control sale of any joint ventureof the Purchased Assets or for the grant to any Person of any option, partnership right of first refusal or limited liability company, other than preferential or similar right to purchase any such Contract solely between of the Company and its Subsidiaries or among the Company’s Subsidiaries;Purchased Assets; and (v) all collective bargaining agreements or Contracts with any Union. (b) Each Assigned Contract expressly limiting and GCA Material Contract is valid and binding on the Acquired Company or restricting the ability Asset Sellers, as applicable, in accordance with its terms and is in full force and effect, except insofar as enforceability may be limited by bankruptcy, insolvency, moratorium or other Laws which may affect creditors' rights and remedies generally and by principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). None of the Asset Sellers or the Acquired Company is in breach of or default under (or is alleged to be in breach of or default under) any Assigned Contract or GCA Material Contract in any material respect, or has provided or received any written notice of its Subsidiaries any intention to make distributions terminate any Assigned Contract or declare GCA Material Contract. To the Knowledge of Sellers, no event or pay dividends circumstance has occurred that, with notice or lapse of time or both, would constitute a material event of default under any Assigned Contract or GCA Material Contract or result in respect of their capital stock, partnership interests, membership interests a termination thereof or would cause or permit the acceleration or other equity interestschanges of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Assigned Contract and GCA Material Contract (including all modifications, as amendments and supplements thereto and waivers thereunder) have been made available to Buyers. There are no material disputes pending or, to the case may be; (vi) Knowledge of Sellers, threatened under any acquisition Assigned Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real PropertyGCA Material Contract.

Material Contracts. (a) Except for this Agreement, Section 4.13(a) of the Company Benefit Plans Disclosure Schedules sets forth a correct and agreements filed as exhibits to the Company SEC Documentscomplete list, as of the date Execution Date, of this Agreement, neither the following Contracts to which an Acquired Company nor is party or by which any of its Subsidiaries is a party to the Acquired Companies’ assets or properties are bound by:(collectively, the “Material Contracts”): (i) any constitutes, or would be required to be filed by GXS Worldwide as, a “material contract” (as such term is defined in Item item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes pursuant to which the Acquired Companies may be entitled to receive or obligated to pay more than $2,000,000 in any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannercalendar year; (iii) any mortgageContract that limits or purports to limit (or that following the Closing could limit) the ability of any Acquired Company, noteParent, debentureMerger Sub, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company Surviving Corporation or any of its Subsidiaries Parent, Merger Sub or Surviving Corporation’s Affiliates to (A) compete in an amount any line of business, with any Person, in excess any geographic area or during any period of $25 milliontime; or (B) any Contract that grants any exclusive rights, rights of first refusal, rights of first negotiation or similar rights to any Person; (iv) any joint venture, partnership Contract containing “most-favored-nation” terms whereby an Acquired Company would be required to provide preferential pricing or limited liability company agreement or other similar Contract relating treatment to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiariesthird party; (v) any Contract expressly limiting or restricting the ability relating to any future capital expenditures by an Acquired Company in excess of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be$1,000,000; (vi) any acquisition Contract that contains “earn out” relating to the creation, incurrence, assumption or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or guarantee of any of its Subsidiaries in excess of $25 million; andIndebtedness; (vii) any Contract that relates to the acquisition or disposition of any business, a material lease amount of stock or sublease assets of any Person or any property (whether by merger, sale of stock, sale of assets, license or otherwise), including any real property that was consummated within two (2) years prior to the date of this Agreement; (viii) any Contract that provides for (A) the establishment or operation of any joint venture or (B) the development of any Intellectual Property Rights that are material to the Business which requires payment by an Acquired Company of more than $750,000; (ix) any Contract involving any resolution or settlement of any actual or threatened Legal Proceeding with respect a value in excess of $500,000 or that provides for any injunctive or other non-monetary relief; (x) any hedging, swap, derivative or similar Contract; (xi) any Leases; (xii) any Contract under which any Acquired Company has received or granted any right to use or exploit any Intellectual Property Rights that are material to the Business, whether by way of a license, covenant not to ▇▇▇ or otherwise with a license fee of more than $1,000,000 annually (excluding (x) any off-the-shelf shrinkwrap, clickwrap or similar commercially available non-custom software licensed to an Acquired Company Leased Real Propertyand (y) non-exclusive licenses granted by an Acquired Company to its customers in the ordinary course of business consistent with past practice for the use of the Acquired Company’s services); (xiii) any Contract that involves the colocation or outsourcing of any material operations or infrastructure of any Acquired Company; (xiv) any labor or collective bargaining agreements, excluding statutory workers council, industry contracts or similar requirements in each case as required by Laws outside of the United States; (xv) any Contract with a Major Customer or Major Supplier; and (xvi) any Contract between or among an Acquired Company, on the one hand, and the Company or any Affiliate of the Company (other than an Acquired Company), on the other hand. (b) The Company has made available to Parent and Merger Sub correct copies of each Material Contract as of the Execution Date (including all material amendments to the terms and conditions thereof, but not including supplements, annexes, work orders, change requests and schedules thereto). Each Material Contract is in full force and effect and is enforceable against an Acquired Company and, to the Company’s Knowledge, any other party thereto, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and the availability of equitable remedies. No Acquired Company nor, to the Company’s Knowledge, any other party to any Material Contract is in material breach of or default under, or to the Company’s Knowledge has provided or received any written notice of any intention to terminate any Material Contract.

Material Contracts. (a) Except as set forth in the Disclosure Letter or the Company’s Annual Report on Form 20-F for this Agreementthe fiscal year ended December 31, the Company Benefit Plans 2012 and agreements filed as exhibits permitted pursuant to the Company SEC Documents, as of the date of this AgreementSection 5.1 hereof, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of agreement relating to the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right incurring or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of Indebtedness by the Company or any of its Subsidiaries in an amount in excess of $25 millionUS$250,000 in the aggregate, including any such agreement which contains provisions that restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, “Instruments of Indebtedness”); (ivii) any agreement providing for the indemnification, in excess of US$250,000, by the Company or a Subsidiary of the Company of any Person other than standard form indemnity provisions in agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business consistent with past practice; (iii) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiariesagreement; (viv) any Contract expressly limiting agreement that grants any right of first refusal or restricting right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries to make distributions own, operate, sell, transfer, pledge or declare otherwise dispose of any material assets or pay dividends business; (v) any contract or agreement providing for any payments that are conditioned, in respect whole or in part, on a change of their capital stockcontrol of the Company or any of its Subsidiaries, partnership interestsor that will have increased benefits, membership interests or other equity interests, as accelerated vesting of benefits due to the case may beconsummation of the transactions contemplated hereby (including the Tender Offer); (vi) any acquisition Contract that contains “earn out” collective bargaining agreement; (vii) any agreement material to the Company and its Subsidiaries, taken as a whole, pertaining to the acquisition, transfer, development, sharing, licensing or other contingent payment obligations, use of or remaining indemnity granting any right to use or similar obligations, that could reasonably be expected practice any rights under any Intellectual Property; (viii) any agreements pursuant to result in payments after the date hereof by which the Company or any of its Subsidiaries leases or subleases any material real property from or to third parties; (ix) any contract or agreement material to the Company and its Subsidiaries, taken as a whole, providing for the outsourcing or provision of servicing of customers, technology or product offerings of the Company or its Subsidiaries; (x) any employment or consulting contract with any current executive officer of the Company or any Subsidiary of the Company or any member of the Company Board or the board of directors of any Company Subsidiary; or (xi) any other contract or other agreement not made in the ordinary course of business consistent with past practice that (A) is not within any of the other categories described in this Section 3.7(a) but is material to the Company and its Subsidiaries taken as a whole, (B) would reasonably be expected to result in revenues, receipts, liabilities or expenditures, or otherwise involve an amount, in excess of $25 million; andUS$500,000 per year or (C) would reasonably be expected to materially delay or prevent the consummation of the Tender Offer, the Capital Contribution, the Restructuring or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations set forth in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012 and the agreements, contracts and obligations listed in clauses (i) through (xi) being referred to herein as “Company Material Contracts”). (viib) Section 3.7(a) of the Disclosure Letter sets forth as of the date hereof all of the Company Material Contracts. True, correct and complete copies of each Company Material Contract have been made available to the Purchasers. (c) Each Company Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and, to the knowledge of the Company, any other party thereto, and each Company Material Contract is in full force and effect. Neither the Company nor any of its Subsidiaries is in breach or default under any Company Material Contract or is aware of any condition that with the passage of time or the giving of notice or both would result in such a breach or default, except in each case where any such breaches or defaults have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company knows of, or has received written notice of, any breach or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under) any material lease Company Material Contract by any other party thereto except where any such violations or sublease with respect defaults have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Leased Real PropertyMaterial Adverse Effect.

Material Contracts. (a) Except for (i) this Agreement, the Company Benefit Plans and agreements (ii) contracts filed as exhibits to the Company RMRM SEC DocumentsDocuments filed prior to the date hereof, (iii) contracts related to the RMRM Loans, (iv) contracts entered pursuant to the RMRM Repurchase Agreement to finance the purchase price of assets or refinance RMRM’s repurchase obligations pursuant to the RMRM Repurchase Agreement, in each case in the Ordinary Course of Business, and (v) contracts that (A) will be fully performed and satisfied as of or prior to Closing, or (B) are by and among only RMRM and any wholly owned RMRM Subsidiary or among wholly owned RMRM Subsidiaries, Section 5.16(a) of the RMRM Disclosure Letter sets forth a list of each contract, oral or written, to which RMRM or any RMRM Subsidiary is a party or by which any of them or any of their assets are bound (other than RMRM Permitted Liens) which, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound byhereof: (i) any “material contract” is required to be filed with the SEC pursuant to Item 601(b)(2), (as such term is defined in Item 601(b)(104), (9) or (10) of Regulation S-K of under the SEC)Securities Act; (ii) any Contract that (A) expressly imposes any material restriction on is required to be described pursuant to Item 404 of Regulation S-K under the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannerSecurities Act; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money obligates RMRM or any guarantee RMRM Subsidiary to make any non-contingent expenditures (other than principal and/or interest payments or the deposit of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 millionother reserves with respect to debt obligations); (iv) contains any joint venturematerial non-compete or material exclusivity provisions with respect to any line of business or geographic area with respect to RMRM or any RMRM Subsidiary, partnership or, upon consummation of the Merger and the other Transactions, TRMT or limited liability company agreement TRMT Subsidiaries, or other similar Contract relating to which materially restricts the formation, creation, operation, management or control conduct of any joint venture, partnership business conducted by RMRM or limited liability company, other than any such Contract solely between the Company and its Subsidiaries RMRM Subsidiary or among the Company’s Subsidiariesany geographic area in which RMRM or any RMRM Subsidiary may conduct business; (v) any Contract expressly limiting or restricting the ability of the Company obligates RMRM or any RMRM Subsidiary to indemnify any past or present trustees, directors, officers, employees and agents of its Subsidiaries RMRM or any RMRM Subsidiary pursuant to make distributions which RMRM or declare any RMRM Subsidiary is the indemnitor, other than any RMRM Governing Documents or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may beany RMRM Subsidiary Governing Documents; (vi) evidences Indebtedness of RMRM or any acquisition Contract RMRM Subsidiary to any Person, or any guaranty thereof, in excess of $2,000,000; (vii) is a settlement, conciliation, or similar contract that imposes any material monetary or non-monetary obligations upon RMRM or any RMRM Subsidiary after the date of this Agreement; (A) requires RMRM or any RMRM Subsidiary to dispose of or acquire assets, or (B) involves any pending or contemplated merger, consolidation or similar business combination transaction; (ix) relates to a joint venture, partnership, strategic alliance or similar arrangement that is material to RMRM or relates to or involves a sharing of a material amount of revenues, profits, losses, costs or liabilities by RMRM or any RMRM Subsidiary with any Person; (x) contains “earn out” restrictions on the ability of RMRM or any RMRM Subsidiary to pay dividends or other contingent payment obligationsdistributions (other than pursuant to any RMRM Governing Documents or any RMRM Subsidiary Governing Documents); (xi) is material to RMRM and is with a Governmental Authority; or (xii) constitutes a loan to any Person (other than a wholly owned RMRM Subsidiary) by RMRM or any RMRM Subsidiary. (b) Each contract in any of the categories set forth in Section 5.16(a)(i) through (xii) to which RMRM or any RMRM Subsidiary is a party or by which it is bound as of the date hereof, including any contracts filed as exhibits to the RMRM SEC Documents prior to the date hereof, is referred to herein as a “RMRM Material Contract.” (c) Except as, individually or remaining indemnity or similar obligationsin the aggregate, that could has not had, and would not reasonably be expected to result have, an RMRM Material Adverse Effect: (i) each RMRM Material Contract is legal, valid, binding and enforceable on RMRM and each RMRM Subsidiary that is a party thereto and, to the Knowledge of RMRM, each other party thereto, and is in payments after full force and effect, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law); (ii) RMRM and each RMRM Subsidiary has performed all obligations required to be performed by it prior to the date hereof under each RMRM Material Contract and, to the Knowledge of RMRM, each other party thereto has performed all obligations required to be performed by it under such RMRM Material Contract prior to the Company date hereof; and (iii) neither RMRM nor any RMRM Subsidiary, nor, to the Knowledge of RMRM, any other party thereto, is in material breach or violation of, or default under, any RMRM Material Contract, and no event has occurred that, with notice or lapse of its Subsidiaries time or both, would constitute a violation, breach or default under any RMRM Material Contract. Neither RMRM nor any RMRM Subsidiary has received written notice of any violation or default under any RMRM Material Contract, except for violations or defaults that, individually or in excess the aggregate, have not had, and would not reasonably be expected to have, an RMRM Material Adverse Effect. Neither RMRM nor any RMRM Subsidiary has received written notice of $25 million; termination under any RMRM Material Contract, and (vii) , to the Knowledge of RMRM, no party to any material lease RMRM Material Contract has threatened to cancel any RMRM Material Contract, except as, individually or sublease with respect in the aggregate, has not had, and would not reasonably be expected to a Company Leased Real Propertyhave, an RMRM Material Adverse Effect.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the date of this Agreement, neither the Company Maverick nor any of its Subsidiaries is a party to or bound byby any agreement, lease, easement, license, contract, note, mortgage, indenture or other legally binding obligation (excluding any Maverick Benefit Plan) (each, a “Contract”) that: (i) any would be required to be filed by ▇▇▇▇▇▇▇▇ as a “material contract” (as such term is defined in Item item 601(b)(10) of Regulation S-K of the SEC); (ii) includes any Contract contingent payment obligations or similar payment obligations (including any “earn-out” obligations) that would require payments to any person (other than Maverick, a wholly owned Subsidiary of Maverick, Cavalier, or any Subsidiary of Cavalier) arising in connection with the acquisition or disposition by Maverick or any of its Subsidiaries of any business which payment obligations would reasonably be expected to result in future payments by Maverick or its Subsidiaries that exceed, individually or in the aggregate, 1,000,000; (iii) (A) expressly imposes limits in any material restriction respect either the type of business in which Maverick or its Subsidiaries (or in which Cavalier or any of its Subsidiaries after the Closing) may engage or the manner or locations in which any of them may so engage in any business (including through “non-competition” or “exclusivity” provisions), (B) would require the disposition of any material assets or line of business of Maverick or its Subsidiaries or, after the Closing, Cavalier or its Subsidiaries or (C) grants “most favored nation” status with respect to any material obligations that, after the Closing, would apply to Cavalier or any of its Subsidiaries, including Maverick and its, and would run in favor of any Person (other than Maverick, a wholly owned Subsidiary of Maverick, Cavalier, or any Subsidiary of Cavalier); (iv) (A) is an indenture, loan or credit Contract, loan note, mortgage Contract, repurchase agreement or other Contract representing, or any guarantee of, indebtedness for borrowed money of Maverick or any Subsidiary of Maverick (including, for the avoidance for the avoidance of doubt, any Secured Company Indebtedness) in excess of $100,000,000 (excluding any government-mandated or state-wide bonds or guarantees) or (B) is a guarantee by Maverick or any of its Subsidiaries of such indebtedness of any person other than Maverick or a wholly-owned Subsidiary of Maverick in excess of, $100,000,000 (excluding any government-mandated or state-wide bonds or guarantees); (v) grants (A) rights of first refusal, rights of first negotiation or similar rights, or (B) puts, calls or similar rights, to any person (other than Maverick or a wholly owned Subsidiary of Maverick) with respect to any asset that is material to Maverick; (vi) was entered into to settle any material litigation and which imposes material ongoing obligations on Maverick or any of its Subsidiaries; (vii) limits or restricts the right or ability of the Company Maverick or any of its Subsidiaries to compete with any declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannerequity interests; (iiiviii) any mortgageis a partnership, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement company, joint venture or other similar Contract agreement or arrangement, in each case that is material to Maverick, relating to the formation, creation, operation, management or control of any joint venturepartnership, partnership or limited liability companycompany or joint venture in which Maverick owns, directly or indirectly, any voting or economic interest of 10% or more and has invested or is contractually required to invest capital in excess of $10,000,000, other than with respect to any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiarieswholly owned Subsidiary of Maverick; (vix) relates to the acquisition or disposition of any Contract expressly limiting business or restricting the ability of the Company assets pursuant to which Maverick or any of its Subsidiaries to make distributions has any liability in excess of $50,000,000 in any transaction or declare or pay dividends in respect series of their capital stock, partnership interests, membership interests or other equity interests, as the case may berelated transactions; (vix) is a Contract pursuant to which Maverick or any acquisition Contract of its Subsidiaries grants to a third party or receives from a third party a license, an allocation of ownership of future-developed IP (other than pursuant to employee or contractor assignment agreements entered into in the ordinary course of business), a non-assert or any similar right or trademark co-existence agreement with respect to any material intellectual property rights (other than (A) inbound non-exclusive licenses of off-the-shelf or commercially available software or information technology services that contains “earn out” individually have an ongoing cost of $10,000,000 or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof less per annum and (B) non-exclusive licenses entered into by the Company Maverick or any of its Subsidiaries in excess the ordinary course of $25 million; andbusiness); (viixi) is a Contract the purpose of which is to provide for indemnification of any officer or director of (A) Maverick or (B) any material lease of the Maverick Significant Subsidiaries; (xii) is any confidentiality agreement or sublease standstill agreement Maverick has entered into with respect any third party (or any agent thereof) containing any exclusivity or standstill provisions that are or will be binding on Maverick, any of its Subsidiaries or, after the Closing, Cavalier or any of its Subsidiaries; or (xiii) is a Contract with the 10 largest vendors of Maverick and its Subsidiaries on a consolidated basis (as measured by amounts paid or payable by Maverick and its Subsidiaries on a consolidated basis during 2024), other than legal, accounting and tax providers. (b) Each such Contract described in clauses (i) through (xi) and not (xii) above is referred to herein as a “Material Contract.” As of the date of this agreement, (i) each Material Contract is a valid and binding obligation of Maverick and its Subsidiaries as applicable and, to the knowledge of Maverick, each other party thereto, and is in full force and effect and enforceable by Maverick or the applicable Subsidiary, in each case, subject to Creditors’ Rights, except as would not, individually or in the aggregate, be reasonably likely to have a Maverick Material Adverse Effect, and (ii) neither Maverick nor any of its Subsidiaries, nor, to the knowledge of Maverick, any other party to a Company Leased Real PropertyMaterial Contract is in breach or violation of any provision of, or in default under, any Material Contract, and no event has occurred that, with or without notice, lapse of time or both, would constitute such a breach, violation or default, except for breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Maverick Material Adverse Effect. A copy of each Material Contract has previously been made available to Cavalier.

Material Contracts. (a) Except for this Agreementas otherwise set forth in Confidential Schedule 3.13, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as none of the date of this Agreement, neither the Company nor Legacy or any of its Subsidiaries is a party to to, or bound by:by or subject to any contract, arrangement, commitment or understanding (whether written or oral) which is in effect as of the date hereof (any such contract, arrangement, commitment or understanding in the following categories, a “Material Contract”): (A) (i) any that is a “material contract” (as such term is defined in within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K of the SEC); K; (ii) containing covenants binding upon Legacy or its Subsidiaries that restrict the ability of Legacy or any Contract that of its Subsidiaries (A) expressly imposes any material restriction on or which, following the right or consummation of the Merger, would materially restrict the ability of the Company Resulting Corporation or its Subsidiaries) to compete in any business or geographic area or which grant “most favored nation” status that, following the Merger, would apply to the Resulting Corporation or any of its Subsidiaries; (iii) that could require the disposition of any material assets or line of business of Legacy or its Subsidiaries or, after the Effective Time, the Resulting Corporation or any of its Subsidiaries; or (iv) that prohibits or limits the right of Legacy or any of its Subsidiaries to compete with sell or distribute any other person products or acquire or dispose of the securities of services in any other person or material respect; (B) contains (i) involving commitments to others to make capital expenditures or capital asset purchases or capital asset sales in excess of $250,000 per contract; or (ii) involving expenditures or commitments to purchase relating to information technology of an exclusivity amount or “most favored nation” clause that restricts the business value in excess of the Company $250,000 over its remaining term; (C) relating to any direct or indirect indebtedness for borrowed money of Legacy or any of its Subsidiaries in a material manner; (iii) any mortgageincluding loan agreements, notelease purchase arrangements, debentureguarantees, indenture, security agreement, guaranty, pledge agreements to purchase goods or services or to supply funds or other agreement or instrument evidencing indebtedness for borrowed money undertakings on which others rely in extending credit, but excluding deposits received in the ordinary course of business), or any guarantee of such indebtedness of the Company conditional sales contracts, chattel mortgages and other security arrangements with respect to personal property and any equipment lease agreements involving payments to or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company Legacy or any of its Subsidiaries in excess of $25 million; and250,000 over the remaining term; (viiD) other than pursuant to Employee Plans, providing for payments to be made by Legacy or any of its Subsidiaries upon a change in control thereof; (E) that may not be cancelled by Prosperity, Legacy or any of their respective Subsidiaries without payment of a penalty or termination fee equal to or greater than $250,000 (assuming such contract was terminated on the Closing Date); (F) containing any standstill or similar agreement pursuant to which Legacy or its Subsidiaries has agreed not to acquire assets or securities of another person; (G) that is entered into, or has been entered into in the two years prior to the date hereof, with: (i) any material lease Affiliate of Legacy; (ii) any current or sublease with respect former director or executive officer or any Person beneficially owning five percent or more of the outstanding Legacy Shares; or (iii) any “associate” or member of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of a Person identified in clauses (i) or (ii) of this subsection; (H) that contains a put, call or similar right pursuant to which Legacy or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or any assets; (I) which relates to a Company Leased Real Propertyjoint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or to the formation, creation or operation, management or control of any partnership or joint venture with any third parties; (J) that involves performance of services or delivery of goods or materials to, or expenditures by, Legacy or any of its Subsidiaries of an amount or value in excess of $250,000 over its remaining term, other than loans, funding arrangements, OREO-related arrangements and other transactions made in the ordinary course of the banking or trust business; (K) relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) in respect of which there are any remaining material obligations (other than contracts relating to the acquisition or sale of other real estate owned); (L) granting to a Person any right, license, covenant not to ▇▇▇ or other right in the Proprietary Rights or grants to Legacy or any of its Subsidiaries a license or other right to any Proprietary Rights (including licenses to software, other than licenses to shrink-wrap or click-wrap software), in each case that involves the payment of more than $100,000 per annum or is material to the conduct of the business of Legacy or any of its Subsidiaries; (M) relating to the lease of real property or for the lease of personal property providing for annual payments of $100,000 or more; or (N) is otherwise not entered into in the ordinary course of business or that is material to Legacy or its Subsidiaries or its or their financial condition or results of operations. Each Material Contract is valid and binding on Legacy or one of its Subsidiaries, as applicable, and in full force and effect, and none of Legacy or any of its Subsidiaries or, to the Best Knowledge of Legacy, any counterparty thereto, is in default under any Material Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute a default by Legacy or any of its Subsidiaries, except as would not, individually or in the aggregate, reasonably be likely to result in a Material Adverse Change in Legacy. True, correct and complete copies of all Material Contracts have been made available to Prosperity. Neither Legacy nor any of its Subsidiaries, to the Best Knowledge of Legacy, has received notice of, any violation of any Material Contract by any of the other parties thereto which would reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Change in Legacy.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as None of the date of this AgreementSeller Entities, neither the Company nor any of its Subsidiaries their respective Assets, businesses, or operations, is a party to to, or is bound by: by or subject to, any Contract, (i) any that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); ; (ii) that is an employment, severance, termination, consulting, or retirement Contract, (iii) relating to the borrowing of money by any Contract that Seller Entity or the guarantee by any Seller Entity of any such obligation (Aother than Contracts evidencing deposit liabilities, purchases of federal funds, fully secured repurchase agreements, advances and loans from the Federal Home Loan Bank, and trade payables, in each case in the Ordinary Course) expressly imposes in excess of $10,000,000, including any material restriction on the right sale and leaseback transactions, capitalized leases and other similar financing arrangements, (iv) which prohibits or ability materially restricts any Seller Entity (or, following consummation of the Company transactions contemplated by this Agreement, Buyer or any of its Subsidiaries to compete Subsidiaries) from engaging in any business activities in any geographic area, line of business or otherwise in competition with any other person Person; (v) relating to the purchase or acquire or dispose of the securities sale of any goods or services by a Seller Entity (other person than Contracts entered into in the Ordinary Course with a term not in excess of two years and involving payments under any individual Contract not in excess of $250,000 over its remaining term or involving Loans, borrowings or guarantees originated or purchased by any Seller Entity in the Ordinary Course), (Bvi) contains an exclusivity or that grants any “most favored nation” clause right, right of first refusal, right of first offer or similar right (including any exclusivity obligations) with respect to any material Assets, or rights of any Seller Entity, taken as a whole, (vii) which limits the payment of dividends by any Seller Entity; (viii) pursuant to which any Seller Entity has agreed with any third parties to become a member of, manage or control a joint venture, partnership, limited liability company or other similar entity; (ix) that restricts provides for (A) the disposition of any portion of the assets or business of the Company Seller Entities, (B) the acquisition, directly or indirectly, of a portion of the assets or business of any other Person (whether by merger, sale of its Subsidiaries in a material manner; stock or assets or otherwise), or (iiiC) related to any mortgagedisposition or acquisition that contains continuing representations, notecovenants, debenture, indenture, security agreement, guaranty, pledge indemnities or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; obligations (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains including “earn out” or other contingent payment obligations); (x) between any Seller Entity, on the one hand, and (A) any officer or director of any Seller Entity, or remaining indemnity (B) to the Knowledge of Seller, any (1) record or beneficial owner of 5% or more of the voting securities of Seller, (2) Affiliate or family member of any such officer, director or record or beneficial owner, or (3) any other Affiliate of Seller, on the other hand, except those of a type available to employees of Seller generally; (xi) containing any standstill or similar obligationsagreement pursuant to which any Seller Entity has agreed not to acquire Assets or equity interests of another Person; (xii) that provides for indemnification by any Seller Entity of any Person, except for non-material Contracts entered into in the Ordinary Course; (xiii) with or to a labor union or guild (including any collective bargaining agreement); (xiv) that could reasonably be expected to result in payments after is a settlement, consent or similar Contract and contains any material continuing obligations of any Seller Entity; (xv) that is a consulting Contract or data processing, software programming or licensing Contract involving the date hereof payment of more than $250,000 per annum (other than any such contracts which are terminable by the Company Seller or any of its Subsidiaries on thirty days or less notice without any required payment or other conditions, other than the condition of notice); and (xvi) any other Contract or amendment thereto that is material to any Seller Entity or their respective business or Assets and not otherwise entered into in excess the Ordinary Course. Each Contract of $25 million; andthe type described in this Section 4.18(a), whether or not set forth in Seller’s Disclosure Memorandum together with all Contracts referred to in Sections 4.12 and 4.17(a), are referred to herein as the “Seller Contracts.“ (viib) With respect to each Seller Contract: (i) the Seller Contract is legal, valid and binding on a Seller Entity and is in full force and effect and is enforceable in accordance with its terms; (ii) no Seller Entity is in material Default thereunder; (iii) no Seller Entity has repudiated or waived any material lease provision of any such Contract; (iv) no other party to any such Contract is in material Default or sublease with respect has repudiated or waived any material provision thereunder; and (v) there is not pending or, to a Company Leased Real Propertythe Knowledge of Seller, threatened cancellations of any Seller Contract. (c) Seller has made available to Buyer complete and correct copies of each Seller Contract in effect as of the date hereof. All of the indebtedness of any Seller Entity for money borrowed is pre-payable at any time by such Seller Entity without penalty or premium.

Material Contracts. (ai) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as As of the date of this Agreement, neither the Company NYBOT nor any of its Subsidiaries is a party to or bound by: (iA) any “material contract” (as such term is defined in Item 601(b)(10) lease of Regulation S-K real or personal property providing for annual rentals of the SEC)$250,000 or more; (iiB) any Contract that is reasonably likely to require either (Ax) expressly imposes any material restriction on the right annual payments to or ability of the Company or any of from NYBOT and its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person more than $250,000 or (By) contains an exclusivity aggregate payments to or “most favored nation” clause that restricts the business of the Company or any of from NYBOT and its Subsidiaries in a material mannerof more than $250,000; (iiiC) other than with respect to any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money entity that is wholly-owned by NYBOT or any guarantee wholly-owned Subsidiary of such indebtedness of the Company or NYBOT, any of its Subsidiaries in an amount in excess of $25 million; (iv) any partnership, joint venture, partnership or limited liability company agreement venture or other similar Contract agreement or arrangement relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, joint venture material to NYBOT or any of its Subsidiaries or in which NYBOT owns any interest; (D) any Contract (other than among direct or indirect wholly-owned Subsidiaries of NYBOT) relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any such asset) (i) in excess of $100,000 or (ii) that would not be included in the calculation of the Closing Cash Amount pursuant to Section 4.7; (E) any non-competition Contract solely between or other Contract that (I) purports to limit in any material respect either the Company type of business in which NYBOT or its Subsidiaries (or, after the Effective Time, ICE or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business (including, without limitation, any Contract that purports to limit in any material respect NYBOT’s or its Subsidiaries’ ability to employ an electronic trading platform); (II) could require the disposition of any material assets or line of business of NYBOT or its Subsidiaries or, after the Effective Time, ICE or its Subsidiaries, (III) grants “most favored nation” status that, following the Merger, would apply to ICE and its Subsidiaries, including NYBOT and its Subsidiaries or among (IV) prohibits or limits the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability right of the Company NYBOT or any of its Subsidiaries to make distributions make, sell or declare distribute any products or pay dividends in respect services or use, transfer, license, distribute or enforce any of their capital stockrespective Intellectual Property rights; (F) any Contract to which NYBOT or any of its Subsidiaries is a party containing a standstill or similar agreement pursuant to which one party has agreed not to acquire assets or securities of the other party or any of its Affiliates; (G) any Contract providing for indemnification by NYBOT or any of its Subsidiaries of any Person, partnership interestsexcept for any such Contract that is (x) not material to NYBOT or any of its Subsidiaries and (y) entered into in the ordinary course of business; (H) any Contract that contains a put, membership call or similar right pursuant to which NYBOT or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets that have a fair market value or purchase price of more than $100,000; and (I) any other equity interests(i) Contract or (ii) group of related Contracts with the same counterparty (or affiliates of the such counterparty) or entered into pursuant to a master agreement that, in each case, if Table of Contents terminated or subject to a default by any party thereto, would, individually or in the aggregate, reasonably be expected to result in a NYBOT Material Adverse Effect (the Contracts described in clauses (A) – (I), together with all exhibits and schedules to such Contracts, being the “Material Contracts”). (ii) A copy of each Material Contract has previously been delivered to ICE and each such Contract is a valid and binding agreement of NYBOT or one of its Subsidiaries, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligationsand is in full force and effect, that could reasonably be expected to result in payments after the date hereof by the Company or and neither NYBOT nor any of its Subsidiaries nor, to the knowledge of NYBOT, any other party thereto is in excess default or breach in any respect under the terms of $25 million; and (vii) any material lease such agreement, contract, plan, lease, arrangement or sublease with respect to a Company Leased Real Propertycommitment.

Material Contracts. (a) Except for this Agreement, Section 3.17(a) of the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, Disclosure Schedule sets forth a list (in effect as of the date of this Agreement) of all of the Contracts of the Company or its Subsidiaries which are material to the business and/or assets of the Company or any of its Subsidiaries (the “Material Contracts”), including each of the following Contracts (and each amendment or modification thereto), excluding purchase orders and sales orders made in the ordinary course of business consistent with past practices: (i) Benefit Plan listed or required to be listed on Section 3.13(b) of the Company Disclosure Schedule; (ii) employment, consulting, severance, retention, termination, parachute or change-of-control Contract, arrangement or understanding listed or required to be listed on Section 3.13(a) of the Company Disclosure Schedule; (iii) collective bargaining agreement or other Contract of the Company or any of its Subsidiaries with any labor union; (iv) Contract under which the Company or any of its Subsidiaries has advanced or loaned or agreed to advance or loan to any other Person amounts exceeding $10,000 in the aggregate; (v) Contract of the Company or any of its Subsidiaries relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any asset or group of assets of the Company and its Subsidiaries; (vi) Contract by which the Company or any of its Subsidiaries guarantees, endorses or otherwise becomes or is contingently liable upon the Liability of any other Person (other than by endorsements of instruments in the ordinary course of collection), or guaranties of the payment of dividends or other distributions upon the shares of any other Person; (vii) Contract between the Company or any of its Subsidiaries with any Significant Customer; (viii) Contract under which the Company or one of its Subsidiaries is lessee of or holds or operates any property, real or personal, owned by any other Person, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (ix) Contract under which the Company or one of its Subsidiaries is lessor of or permits any other Person to hold or operate any property, real or personal, owned or controlled by the Company or one of its Subsidiaries other than immaterial rights of way, easements, covenants or similar rights to real property; (x) Contract of the Company or any of its Subsidiaries that is a settlement, conciliation or similar agreement requiring payment as of or after the execution date of this Agreement of consideration in excess of $25,000; (xi) material Contract of the Company or any of its Subsidiaries relating to any intangible property (including any Intellectual Property) or any other agreements affecting the Company’s or any of its Subsidiaries’ ability to use or disclose any Intellectual Property; (xii) warranty agreement of the Company or any of its Subsidiaries relating to the services rendered by it; (xiii) Contract of the Company or any of its Subsidiaries with a term of more than twelve (12) months which is not terminable by the Company or one of its Subsidiaries upon less than thirty (30) days’ notice without material penalty and involves a consideration in excess of $50,000 per Contract annually; (xiv) Contract prohibiting the Company or any of its Subsidiaries from freely engaging in business in any jurisdiction in the world in any material respect; (xv) Contract of the Company or any of its Subsidiaries with respect to capital expenditures in excess of $25,000; (xvi) Medicare or Medicaid Contract to which the Company or any of its Subsidiaries is a party, or to which any of their respective assets or properties are subject; (xvii) Contract of the Company or any of its Subsidiaries with any Governmental Authority; and (xviii) power of attorney, proxy or similar Contract of the Company or any of its Subsidiaries. (b) The Company has provided to Parent true and complete copies of each written Contract set forth in Section 3.17(a) of the Company Disclosure Schedule and a written summary of the material terms of each oral Contract set forth in Section 3.17(a) of the Company Disclosure Schedule. Except as disclosed in Section 3.17(b) of the Company Disclosure Schedule, (i) neither the Company nor any of its Subsidiaries is, nor to the Company’s knowledge, is any other party, in material default under any Material Contract and (ii) there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute a material default. All Material Contracts to which the Company or any of its Subsidiaries is a party, or by which any of their respective material assets are bound, are valid and binding, in full force and effect and enforceable against the Company or any such Subsidiary, as the case may be, and to the Company’s knowledge, the other parties thereto in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equity. (c) Except as disclosed in Section 3.17(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) has any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract Liabilities relating to the formation, creation, operation, management purchase or control sale of any joint venturebusiness, partnership entity or limited liability companyassets, other than including under any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stockescrow, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or security agreement (or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real Propertyagreement).

Material Contracts. (a) Except for this Agreement, as set forth in Section 3.9(a) of the Company Benefit Plans and agreements filed as exhibits to the Company SEC DocumentsDisclosure Letter, as of the date of this Agreementhereof, neither of the Company nor any of its Subsidiaries is a party to or bound by: by any: (i) any “contract (other than this Agreement or a Company Plan) that would be required to be filed by the Company as a material contract” (as such term is defined in contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC); ; (ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $10,000,000; (iii) written contract (other than this Agreement) for the sale of any Contract of its assets after the date hereof (other than sales of product in the ordinary course of business); (iv) collective bargaining agreement; (v) written contract that (A) expressly imposes any material restriction on the contains a put, call, right of first refusal or ability of similar right pursuant to which the Company or any of its Subsidiaries would be required to compete with purchase or sell, as applicable, any other person or acquire or dispose of the securities equity interests of any other person Person; (vi) settlement agreement or (B) contains an exclusivity similar agreement with a Governmental Entity or “most favored nation” clause that restricts the business of Order to which the Company or any of its Subsidiaries in is a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof party involving future performance by the Company or any of its Subsidiaries which is material; (vii) contract providing for indemnification (including any obligations to advance funds for expenses) of the current or former directors or officers of the Company or any of its Subsidiaries; or (viii) other contract (other than this Agreement, purchase orders for the purchase of inventory or agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) under which the Company and its Subsidiaries are obligated to make or receive payments in the future in excess of $25 million; and10,000,000 per annum or $20,000,000 during the life of the contract. Each such contract described in clauses (i)-(viii) is referred to herein as a “Material Contract.” (viib) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in default under any Material Contract, (ii) each of the Material Contracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, except that (x) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, (iii) the Company and its Subsidiaries have performed all respective material lease obligations required to be performed by them to date under the Material Contracts, are not and no circumstance exists, which (with or sublease without the lapse of time or the giving of notice, or both) would cause them to be, in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to a Company Leased Real Propertythe Knowledge of the Company, no party has threatened to terminate, any Material Contract.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person with, or acquire or dispose of the securities of of, any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannerSubsidiaries; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries Subsidiaries, in an amount in excess of $25 million50,000; (iv) any material joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and50,000; (vii) any settlement, conciliation or similar Contract pursuant to which the Company or any of its Subsidiaries will have any material lease outstanding obligations after the date of this Agreement; (viii) any Contract with any Governmental Entity; (ix) any Labor Agreement; (x) any Contract for the employment or sublease engagement of any former (to the extent of any ongoing liability) or current director, officer, employee or individual independent contractor (A) providing for annual compensation in excess of $100,000 or (B) that cannot be terminated upon thirty (30) days’ or less prior notice without further liability to the Company or any of its Subsidiaries; (xi) any Contract that relates to the licensing, distribution, development, purchase or sale of Company Owned IP or licensed Intellectual Property, including, without limitation, technology consulting agreements, coexistence agreements, consent agreements, joint development agreements, and nonassertion agreements (excluding non-exclusive, unmodified “off-the-shelf” software licensed to the Company for internal use purposes on generally standard terms or conditions involving consideration of less than $50,000, including purchase orders); (xii) any active Contracts with Significant Customers with a value in excess of $500,000 or active Contracts with Significant Suppliers with a value in excess of $250,000; (xiii) any Contract that obligates the Company or any Subsidiary for more than one (1) year, is not terminable without penalty upon notice of ninety (90) days or less and has total projected revenue of at least $250,000; (xiv) any Contract outside the ordinary course between the Company or any Subsidiary of the Company and any current or former Affiliate of the Company; (xv) the Company Real Property Leases; (xvi) any Contracts that require the Company to purchase its total requirements of any product or service from a third party or that contain “take or pay” provisions; (xvii) any Contracts that provide for the indemnification by the Company of any person or the assumption of any Tax, environmental or other liability of any person; and (xviii) any Contracts or arrangements containing a non-compete, non-solicitation or similar type of provision that limit or otherwise restrict the Company or any of its Subsidiaries or any of their respective Affiliates or any successor thereto, and that would reasonably be expected to, after the Effective Time, limit or restrict Parent or any of its Affiliates (including the Company and its Subsidiaries following the Closing) or any successor thereto, from (A) engaging or competing in any line of business or in any geographic area during any period, (B) making, selling or distributing any products or services, or using, transferring or distributing, or enforcing any of their respective rights with respect to, any of their respective material assets or properties, or (C) soliciting any employees, customers, suppliers or other persons. All contracts of the types referred to in clauses (i) through (xvi) above are referred to herein as “Company Material Contracts.” (i) Neither the Company nor any Subsidiary of the Company that is a party thereto is in breach of or default under the terms of any Company Material Contract; (ii) to the Company’s knowledge, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract, and no event has occurred that, with or without notice or lapse of time, or both would constitute a material breach of or material default under, or give rise to a right of termination, cancellation or acceleration of any material obligation under any Company Leased Real PropertyMaterial Contract; and (iii) each Company Material Contract is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the Company’s knowledge, of each other party thereto, and is in full force and effect, subject to the Remedies Exceptions. A copy of each Company Material Contract has previously been made available to Parent.

Material Contracts. (a) Except for this Agreement, as set forth on Schedule 3.13 of the Company Benefit Plans and agreements filed as exhibits to the Company SEC DocumentsDisclosure Letter, as of the date of this Agreement, hereof neither the Company nor any of its Subsidiaries subsidiaries is a party to or bound by:by any lease, agreement, or other contract or legally binding contractual right or obligation of a type described below (collectively, "Company Material Contracts"): (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) written employment agreement with any Contract that (A) expressly imposes any material restriction on the right or ability employee of the Company or any of its Subsidiaries to compete subsidiaries providing for annual base compensation in excess of $100,000 per year; (ii) any collective bargaining agreement with any other person or acquire or dispose of labor union covering the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business employees of the Company or any of its Subsidiaries in a material mannersubsidiaries; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating contract that would be required to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof filed by the Company or any of its Subsidiaries subsidiaries with the Securities and Exchange Commission (the "SEC") as exhibits to an Annual Report on Form 10-K if the Company or any of its subsidiaries had securities registered under the 1934 Act; (iv) any agreement for capital expenditures or the acquisition or construction of fixed assets that requires aggregate future payments outside the ordinary course of business in excess of $25 million2,000,000, excluding expenditures for inventory and raw materials relating to the fabrication or sale of equipment and parts in the ordinary course of business; (v) any indenture, mortgage, loan, credit, sale-leaseback, guarantee, or other agreement under which the Company or any of its subsidiaries has borrowed money in excess of $2,500,000 or issued, or otherwise become obligated in connection with, any note, bond, indenture, security interest, or other evidence of indebtedness for borrowed money, sold and leased back assets, or guaranteed indebtedness for money in excess of $2,500,000 borrowed by others (excluding hedge, swap, exchange, or similar agreements entered into in the ordinary course of business); (vi) any agreement that constitutes a lease under which the Company or any of its subsidiaries is the lessor or lessee of real or personal property, that (A) cannot be terminated by the Company or a subsidiary, as the case may be, without penalty upon not more than 180 calendar day's notice and (B) involves an annual base rental in excess of $500,000, excluding leases under the Synthetic Leases and leases of compressors and related equipment to customers in the ordinary course of business; andor (vii) any material lease other agreement not referenced in subsections (i) through (vi) of this Section 3.13(a) that creates or sublease imposes non-competition obligations on the Company or any of its subsidiaries. (b) Except as set forth on Schedule 3.13 of the Company Disclosure Letter, each Company Material Contract listed on Schedule 3.13 of the Company Disclosure Letter is a valid and binding obligation of the Company or a subsidiary, as the case may be, enforceable against the Company or the subsidiary, as the case may be, in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws of general application with respect to creditors, (ii) general principles of equity, and (iii) the power of a court to deny enforcement of remedies generally based upon public policy. Except as set forth on Schedule 3.13 of the Company Disclosure Letter, the Company and its subsidiaries have, performed all obligations required to be performed by them through the date hereof under the Company Material Contracts listed on Schedule 3.13 of the Company Disclosure Letter, other than any such obligations the failure of which to perform are not reasonably expected to have, individually or in the aggregate, a Company Leased Real PropertyMaterial Adverse Effect, and are not (with or without the lapse of time or the giving of notice, or both) in breach or default in any respect thereunder, except in any such case for such breaches or defaults that are not reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the date For purposes of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by“Material Contract”) shall mean: (i) Any employment, severance, retention, deal bonus, consulting or other Contract with any “material contract” (Company Personnel which will require the payment of amounts by the Company or any of its Subsidiaries, as such term is defined applicable, after the date hereof in Item 601(b)(10) excess of Regulation S-K of the SEC)$150,000 per annum; (ii) Any collective bargaining agreement with any labor union; (iii) Any Contract that for capital expenditures or the acquisition or construction of fixed assets which requires aggregate future payments in excess of $500,000; (Aiv) expressly imposes any material restriction on Any Contract, other than the right Company Certificate, Company Bylaws or ability other corporate documents of the Company and its Subsidiaries, containing covenants of the Company or any of its Subsidiaries to compete indemnify or hold harmless another person or group of persons, unless such indemnification or hold harmless obligation to such person, or group of persons, as the case may be, would not reasonably be expected to exceed a maximum of $500,000; (v) Any Contract requiring aggregate future payments or expenditures in excess of $500,000 and relating to corrective cleanup, abatement, remediation or similar actions in connection with environmental liabilities or obligations; (vi) Company IP Agreements; (vii) Any Contract pursuant to which the Company or any of its Subsidiaries has entered into a partnership or joint venture with any other person (other than the Company or acquire any of its Subsidiaries); (viii) Any (i) indenture, mortgage, loan, guarantee or dispose credit Contract under which the Company or any of its Subsidiaries has outstanding indebtedness or any outstanding note, bond, indenture or other evidence of indebtedness for borrowed money or otherwise or (ii) guaranteed indebtedness for money borrowed by others, in each case, for or guaranteeing an amount in excess of $500,000; (ix) Any Contracts (i) providing for any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated pursuant to the securities Securities Act) where the result, purpose or effect of such Contract is to avoid disclosure of any other person material transaction involving or (B) contains an exclusivity or “most favored nation” clause that restricts the business material liabilities of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; published financial statements or other Company SEC Documents or (vii) providing for any Contract expressly limiting or restricting the ability of loan by the Company or any of its Subsidiaries to make distributions the counterparty to such Contract (or declare or pay dividends to an affiliate of such counterparty) for an amount in respect excess of their capital stock, partnership interests, membership interests or other equity interests, as the case may be$250,000; (vix) Any Contract (i) containing a covenant that prohibits or restricts, in any acquisition Contract material respect, the Company or any of its Subsidiaries from engaging in any business activities in any geographic area, line of business or customer segment or otherwise in competition with any Person, or (ii) that contains grants material exclusivity rights or “earn outmost favored nations” status to the counterparty thereof; (xi) Contracts providing for “earn-outs,” “performance guarantees” or other similar contingent payment obligations, payments by the Company or remaining indemnity or similar obligations, that could any Subsidiary which would reasonably be expected to result be in excess of $500,000 during any twelve-month period; (xii) Any Government Contract or Government Bid, other than any such Government Contract or Government Bid that is with a Government-owned hospital or ambulance service and that would not reasonably be expected to involve payments by or to the Company or any Subsidiary of the Company in excess of $250,000 per annum; (xiii) Any material Contract (including guarantees) between the Company or any wholly-owned Subsidiary of the Company, on the one hand, and another Subsidiary of the Company that is not wholly-owned by the Company, on the other hand; (xiv) Any Contract entered into on or after January 1, 2001 relating to the acquisition or disposition of any business or any assets (whether by merger, sale of stock or assets or otherwise) in an amount in excess of $500,000 to the extent that there are continuing obligations thereunder as of the date hereof hereof; and (xv) Any Contract (other than Contracts of the type described in subclauses (i) through (xiv) above) that involves aggregate payments by or to the Company or any of its Subsidiaries in excess of $25 million; and500,000 per annum, other than purchase or sales orders or other Contracts entered into in the ordinary course of business consistent with past practice that are terminable or cancelable by the Company or any of its Subsidiaries without penalty on 90 days’ notice or less. (viib) Section 3.09(a) of the Company Disclosure Schedule sets forth a list of all Material Contracts as of the date of this Agreement. Each such Material Contract is in full force and effect, and neither the Company nor any of its Subsidiaries has repudiated or waived any material lease provision of such Material Contract, except to the extent that (i) such Material Contract has previously expired in accordance with its terms or sublease (ii) the failure to be in full force and effect, or any such repudiation or waiver, individually or in the aggregate, has not had and would not reasonably be likely to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries, nor, to the Company’s Knowledge, any counterparty to any such Material Contract, has violated or is alleged to have violated any provision of, or committed or failed to perform any act which, with respect or without notice, lapse of time or both, would constitute a default under the provisions of any such Material Contract, except in each case for those violations and defaults which, individually or in the aggregate, has not had and would not reasonably be likely to have a Company Leased Real PropertyMaterial Adverse Effect.

Material Contracts. (a) Except for this Agreement, Section 4.20 of the Company Benefit Plans Parent Disclosure Letter contains a complete and agreements filed as exhibits to the Company SEC Documentscorrect list, as of the date of this Agreement, neither the Company nor of each Contract described below in this Section 4.20(a) under which Parent or any Parent Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of its Subsidiaries their respective properties or assets is a party subject, in each case as of the date of this Agreement (all Contracts of the type described in this Section 4.20(a) being referred to or bound by:herein as the “Parent Material Contracts”): (i) any partnership, joint venture, strategic alliance or collaboration Contract which is material to Parent and its Subsidiaries, taken as a whole; (ii) any Contract that (A) purports to materially limit either the type of business in which Parent or its Subsidiaries (or, after the Effective Time, the Company or its Subsidiaries) or any of their respective affiliates may engage or geographic area in which any of them may so engage in any business or (B) would require the disposition of any material assets or line of business of Parent or its Subsidiaries (or, after the Effective Time, the Company or its Subsidiaries) or any of their respective affiliates as a result of the consummation of the Transactions; (iii) each acquisition or divestiture Contract or licensing agreement that contains representations, covenants, indemnities or other obligations (including “earn-out” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $25 million in the twelve (12) month period following the date hereof; (iv) each Contract relating to outstanding Indebtedness of Parent or its Subsidiaries for borrowed money or any financial guaranty thereof (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $25 million other than (A) Contracts solely among Parent and any wholly-owned Parent Subsidiary or a guarantee by Parent or a Parent Subsidiary of a Parent Subsidiary, (B) financial guarantees entered into in the ordinary course of business consistent with past practice not exceeding $25 million, individually or in the aggregate (other than surety or performance bonds, letters of credit or similar agreements entered into in the ordinary course of business consistent with past practice in each case to the extent not drawn upon), and (C) any Contracts relating to Indebtedness explicitly included in the consolidated financial statements in the Parent SEC Documents; (v) each Contract between Parent, on the one hand, and any officer, director or affiliate (other than a wholly-owned Parent Subsidiary) of Parent or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which Parent has an obligation to indemnify such officer, director, affiliate or family member; (vi) any Contract (excluding licenses for commercially available computer software that are generally available on standard terms for fees of no more than $10 million annually or in the aggregate) under which Parent or any Parent Subsidiary is granted any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property of a third party, which Contract is material to Parent and the Parent Subsidiaries, taken as a whole; (vii) any Contract (excluding licenses for commercially available computer software that are generally available on standard terms for fees of no more than $10 million annually or in the aggregate) under which Parent or any Parent Subsidiary has granted to a third party any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property rights (including any development thereof), which Contract is material to Parent and the Parent Subsidiaries, taken as a whole; (viii) any shareholders, investors rights, registration rights or similar agreement or arrangement of Parent or any of its Significant Subsidiaries; (ix) any Contract that relates to any swap, forward, futures, or other similar derivative transaction with a notional value in excess of $25 million; (x) any collective bargaining agreement or other Contract with any labor union; (xi) any Contract involving the settlement of any action or threatened action (or series of related actions) which will (A) involve payments after the date hereof of consideration in excess of $25 million or (B) impose material monitoring or reporting obligations to any other Person outside the ordinary course of business; and (xii) any Contract not otherwise described in any other subsection of this Section 4.20(a) that would be required to be filed by Parent as a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);. (iib) Neither Parent nor any Contract that (A) expressly imposes any material restriction on Parent Subsidiary is in breach of or default under the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities terms of any other person Parent Material Contract where such breach or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could default would reasonably be expected to result have, individually or in payments after the aggregate, a Parent Material Adverse Effect. To the knowledge of Parent, as of the date hereof by hereof, no other party to any Parent Material Contract is in breach of or default under the Company terms of any Parent Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent which is party thereto and, to the knowledge of Parent, of each other party thereto, and is in full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real Propertyproceeding therefor may be brought.

Material Contracts. (a) Except for For all purposes of and under this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the date of this Agreement, neither the Company nor a “Material Contract” means any of its Subsidiaries is a party to oral or bound bywritten: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the SECExchange Act, other than those agreements and arrangements described in Item 601(b)(10)(iii)) with respect to Company and its Subsidiaries, taken as whole; (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the in each case, under which Company or any of its Subsidiaries to compete has continuing obligations) with any other person officer, director or acquire or dispose employee of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness member of the Company Board providing for (A) an annual base salary in excess of $200,000, (B) material severance or termination pay liabilities of Company or any of its Subsidiaries in an amount in excess related to termination of $25 millionemployment or (C) indemnification by Company or any of its Subsidiaries of any officer, director or employee of Company or any of its Subsidiaries; (iii) Benefit Plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the consummation of the Merger or the value of any of the benefits of which will be calculated on the basis of the Merger; (iv) Contract relating to or evidencing (A) Indebtedness in excess of $10,000,000, other than loans to direct or indirect wholly owned Subsidiaries, in each case in the ordinary course of business consistent with past practice and equipment leases entered into in the ordinary course of business or (B) Liens upon any joint venturematerial part of the owned assets or owned properties of Company and its Subsidiaries, partnership taken as a whole; (v) Contract pursuant to which Company or any of its Subsidiaries has guaranteed any obligations or liabilities (whether absolute, accrued, contingent or otherwise) of any other Person, which guarantee obligation exceeds $1,500,000, other than guarantees by Company for obligations of its wholly owned Subsidiaries; (vi) Any limited liability company agreement agreement, partnership, joint venture or other similar Contract relating to the formation, creation, operation, operation or management or control of any joint venturelimited liability company, partnership or limited liability companyjoint venture, other than any such Contract solely between the Company and its Subsidiaries limited liability company, partnership or among the joint venture that is a wholly owned Subsidiary of Company’s Subsidiaries; (vvii) Contract for capital expenditures or the acquisition or construction of fixed assets which requires aggregate future payments that would reasonably be expected to be in excess of $2,000,000 during any twelve-month period; (viii) Contract expressly limiting that (A) limits or restricting purports to limit in any material respect the ability of Company or any of its Affiliates to compete in any line of business or with any Person or in any geographic area or during any period of time or to develop, market, sell, distribute or otherwise exploit business of Company, (B) grants exclusive rights of any type or scope or rights of first refusal, rights of first negotiation or similar rights or terms to any Person, (C) requires Company or any of its Affiliates to use any supplier or third party for all or substantially all of any of its material requirements or needs in any respect, (D) limits or purports to limit in any material respect the ability of Company or any of its Affiliates to solicit any customers or clients of the other parties thereto, or (E) requires Company or any of its Affiliates to provide to the other parties thereto “most favored nations” status or similar best price rights; (ix) Contract providing for “earn-outs,” “performance guarantees” or other similar contingent payments by Company or any Subsidiary that would reasonably be expected to be in excess of $1,000,000 during any future twelve-month period; (x) Contract under which (A) a federal Governmental Entity procures supplies or services from Company or any of its Subsidiaries or provides a grant to make distributions Company or declare or pay dividends in respect any of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligationsits Subsidiaries, or remaining indemnity any subcontract to such a Contract or similar obligations(B) a state Governmental Entity procures supplies or services from Company or any of its Subsidiaries or provides a grant to Company or any of its Subsidiaries, or any subcontract to such a Contract, that could reasonably be expected involves aggregate payments by or to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million1,000,000; (xi) Contract between Company or any wholly owned Subsidiary of Company, on the one hand, and another Subsidiary that is not wholly owned or Company Minority Interest Business, on the other hand; (xii) Contract entered into on or after March 27, 2009 relating to the acquisition or disposition of any business or any assets (whether by merger, sale of stock or assets or otherwise) in an amount in excess of $10,000,000 or under which there remain any representations, covenants, indemnities or other obligations (including indemnification or other contingent obligations) that are in effect and material to Company; (xiii) Contract for which the principal purpose is the ownership, use or licensing of any Intellectual Property by or to Company or any of its Subsidiaries (other than non-exclusive (i) off-the-shelf or other commercially available software licenses with annual payments of less than $1,000,000 cumulatively per software title or (ii) licenses to Marks, Copyrights, software or similar items embedded in or included on equipment or products sold by Company or its Subsidiaries granted in the ordinary course of business consistent with past practice); (xiv) Contract with any of Company’s 10 most material suppliers (measured based on aggregate payments by Company to such suppliers during the twelve month period ended August 31, 2012); and (viixv) Contracts (other than Contracts of the type described in subclauses (i) through (xiv) above) that involve aggregate payments by or to Company or any of its Subsidiaries in excess of $5,000,000 during any twelve-month period or in excess of $10,000,000 in the aggregate during the term of such Contract, other than purchase or sales orders or other Contracts that, in each case, were entered into in the ordinary course of business consistent with past practice and are terminable or cancelable by Company or any of its Subsidiaries without penalty or liability on 90 days’ notice or less. (b) Section 3.17(b) of the Company Disclosure Letter contains a complete and accurate list of all Material Contracts to or by which Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound as of the date hereof. True and complete copies of each Material Contract (including any material lease amendments, waivers or sublease modifications thereto) in existence as of the date hereof have been delivered or made available by Company to Parent prior to the date hereof. (c) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, each Material Contract is valid and binding on Company (and/or each Subsidiary party thereto) and is in full force and effect, and neither Company nor any of its Subsidiaries party thereto, nor, to the knowledge of Company, any other party thereto, is in breach of, or default under, any such Material Contract, and no event has occurred that with respect notice or lapse of time or both would reasonably be expected to (i) constitute such a breach or default thereunder by Company Leased Real Propertyor any of its Subsidiaries party thereto, or, to the knowledge of Company, any other party thereto; or (ii) give any Person the right to declare a default, accelerate the maturity or performance of any Material Contract, or cancel, terminate or modify any Material Contract.

Material Contracts. (a) Except for this Agreement, Subsections (i) through (vii) of Section 4.16 of the Company Benefit Plans and agreements filed as exhibits Parent Disclosure Schedule contain a list of the following types of Contracts to the Company SEC Documents, which Parent or any Parent Subsidiary is a party as of the date hereof (such Contracts as are required to be set forth in Section 4.16(a) of this Agreement, neither the Company nor any of its Subsidiaries is a party Parent Disclosure Schedule being referred to or bound by:as the “Material Parent Contracts”): (i) all Contracts that are not for the purchase, sale, processing or tolling of metal and that are reasonably expected to involve consideration of more than $500,000, in the aggregate, in any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)calendar year; (ii) all Contracts evidencing outstanding indebtedness for money borrowed and capital lease obligations (including, without limitation, any Contract that (A) expressly imposes any material restriction on the right or ability of the Company pursuant to which Parent or any of its Subsidiaries to compete with any other person Parent Subsidiary has sold, conveyed or acquire otherwise transferred, or dispose of the securities of any other person or (Bgranted a security interest in, receivables) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannerprincipal amount of $1,000,000 or more (“Parent Debt Agreement”); (iii) any mortgageall Contracts for the purchase, notesale, debenture, indenture, security agreement, guaranty, pledge processing or other agreement or instrument evidencing indebtedness tolling of metal for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million5,000,000; (iv) all leases of real property leased for the use or benefit of Parent or any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s SubsidiariesParent Subsidiary; (v) any Contract expressly limiting all Contracts that limit, or restricting purport to limit, the ability of the Company Parent or any Parent Subsidiary to compete in any line of its Subsidiaries to make distributions business or declare with any person or pay dividends entity or in respect any geographic area or during any period of their capital stock, partnership interests, membership interests or other equity interests, as the case may betime; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligationsall material broker, or remaining indemnity or similar obligationsdistributor, that could reasonably be expected dealer, manufacturer’s representative, franchise, agency, market research, marketing consulting and advertising Contracts to result in payments after the date hereof by the Company which Parent or any of its Subsidiaries in excess of $25 millionParent Subsidiary is a party; and (vii) all management Contracts (excluding Contracts for employment) and Contracts with other consultants, including any Contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of Parent or any Parent Subsidiary or income or revenues related to any product of Parent or any Parent Subsidiary to which Parent or any Parent Subsidiary is a party. (b) Except as would not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of the Transactions or otherwise prevent or materially delay Parent from performing its obligations under this Agreement and would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect: (i) each Material Parent Contract is a legal, valid and binding agreement; (ii) neither Parent nor any Parent Subsidiary is in breach or violation of, or default under, any Material Parent Contract and, as of the date hereof, neither Parent nor any Parent Subsidiary has received any claim of default under any Material Parent Contract; (iii) to Parent’s knowledge, as of the date hereof, no other party is in breach or violation of, or default under, any Material Parent Contract; and (iv) neither the execution of this Agreement nor the consummation of any Transactions shall constitute a default under, give rise to cancellation rights under, or otherwise adversely affect any of the material lease rights of Parent or sublease with respect any Parent Subsidiary under any Material Parent Contract. Parent has furnished or made available to a the Company Leased Real Propertytrue and complete copies of all Material Parent Contracts, including any amendments thereto.

Material Contracts. (a) Except for this Agreement, Section 3.17(a) of the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, Disclosure Schedule sets forth a list (in effect as of the date of this Agreement) of all of the Contracts of the Company or its Subsidiaries which are material to the business and/or assets of the Company or any of its Subsidiaries (the “Material Contracts”), including each of the following Contracts (and each amendment or modification thereto), excluding purchase orders and sales orders made in the ordinary course of business consistent with past practices: (i) Benefit Plan listed or required to be listed on Section 3.13(b) of the Company Disclosure Schedule; (ii) employment, consulting, severance, retention, termination, parachute or change-of-control Contract, arrangement or understanding listed or required to be listed on Section 3.13(a) of the Company Disclosure Schedule; (iii) collective bargaining agreement or other Contract of the Company or any of its Subsidiaries with any labor union; (iv) Contract under which the Company or any of its Subsidiaries has advanced or loaned or agreed to advance or loan to any other Person amounts exceeding $10,000 in the aggregate; (v) Contract of the Company or any of its Subsidiaries relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any asset or group of assets of the Company and its Subsidiaries; (vi) Contract by which the Company or any of its Subsidiaries guarantees, endorses or otherwise becomes or is contingently liable upon the Liability of any other Person (other than by endorsements of instruments in the ordinary course of collection), or guaranties of the payment of dividends or other distributions upon the shares of any other Person; (vii) Contract between the Company or any of its Subsidiaries with any Significant Customer; (viii) Contract under which the Company or one of its Subsidiaries is lessee of or holds or operates any property, real or personal, owned by any other Person, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (ix) Contract under which the Company or one of its Subsidiaries is lessor of or permits any other Person to hold or operate any property, real or personal, owned or controlled by the Company or one of its Subsidiaries other than immaterial rights of way, easements, covenants or similar rights to real property; (x) Contract of the Company or any of its Subsidiaries that is a settlement, conciliation or similar agreement requiring payment as of or after the execution date of this Agreement of consideration in excess of $25,000; (xi) material Contract of the Company or any of its Subsidiaries relating to any intangible property (including any Intellectual Property) or any other agreements affecting the Company’s or any of its Subsidiaries’ ability to use or disclose any Intellectual Property; (xii) warranty agreement of the Company or any of its Subsidiaries relating to the services rendered by it; (xiii) Contract of the Company or any of its Subsidiaries with a term of more than twelve (12) months which is not terminable by the Company or one of its Subsidiaries upon less than thirty (30) days’ notice without material penalty and involves a consideration in excess of $50,000 per Contract annually; (xiv) Contract prohibiting the Company or any of its Subsidiaries from freely engaging in business in any jurisdiction in the world in any material respect; (xv) Contract of the Company or any of its Subsidiaries with respect to capital expenditures in excess of $25,000; (xvi) Medicare or Medicaid Contract to which the Company or any of its Subsidiaries is a party, or to which any of their respective assets or properties are subject; (xvii) Contract of the Company or any of its Subsidiaries with any Governmental Authority; and (xviii) power of attorney, proxy or similar Contract of the Company or any of its Subsidiaries. (b) The Company has provided to Parent true and complete copies of each written Contract set forth in Section 3.17(a) of the Company Disclosure Schedule and a written summary of the material terms of each oral Contract set forth in Section 3.17(a) of the Company Disclosure Schedule. Except as disclosed in Section 3.17(b) of the Company Disclosure Schedule, (i) neither the Company nor any of its Subsidiaries is, nor to the Company’s knowledge, is any other party, in material default under any Material Contract and (ii) there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute a material default. All Material Contracts to which the Company or any of its Subsidiaries is a party, or by which any of their respective material assets are bound, are valid and binding, in full force and effect and enforceable against the Company or any such Subsidiary, as the case may be, and to the Company’s knowledge, the other parties thereto in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equity. (c) Except as disclosed in Section 3.17(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) has any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract Liabilities relating to the formation, creation, operation, management purchase or control sale of any joint venturebusiness, partnership entity or limited liability companyassets, other than including under any such Contract solely between the Company and its Subsidiaries escrow, indemnity or among the Company’s Subsidiaries;security agreement (or similar agreement). (vd) any Contract expressly limiting or restricting the ability Each of the Company or any Voting Agreement and the Contribution Agreement is in full force and effect and enforceable against the parties thereto as of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by and shall be in full force and effect and enforceable against the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real Propertyparties thereto at the Effective Time.

Material Contracts. (a) Except for this Agreement, Section 4.15(a) of the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, Disclosure Schedule sets forth a list as of the date of this Agreement, neither Agreement of each of the following Contracts to which the Company nor or any of its Subsidiaries Company Subsidiary is a party or by which it is bound (each such Contract listed or required to be so listed, and each of the following Contracts to which the Company or any Company Subsidiary becomes a party or by which it becomes bound by:after the date of this Agreement, a “Company Material Contract”): (i) any Contract that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)K; (ii) any Contract that (A) expressly imposes limits or purports to limit, in any material restriction on respect, the right or ability freedom of the Company or any Company Subsidiary to engage or compete in any line of its Subsidiaries to compete business or with any other person Person or acquire in any area or dispose that would so limit or purport to limit, in any material respect, such freedom of the securities Surviving Company, Parent, the Company or any of any other person or their respective Affiliates after the Effective Time, (B) contains an any material exclusivity or “most favored nation” clause obligations or restrictions or similar provisions that restricts the business of are binding on the Company or any Company Subsidiary (or, after the Effective Time, that would be binding on the Surviving Company, Parent or any of its Subsidiaries their respective Affiliates), (C) otherwise limits or restricts, in any material respect, the Company or any Company Subsidiary (or, after the Effective Time, the Surviving Company, Parent or any of their respective Affiliates) from hiring or soliciting any Person for employment, or (D) levies a material mannerfine, charge or other payment for doing any of the foregoing; (iii) any mortgagepromissory notes, noteloan agreements, debentureindentures, indenture, security agreement, guaranty, pledge evidences of Indebtedness or other agreement instruments providing for or instrument evidencing indebtedness relating to the lending of money, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements or that provides for borrowed money the guarantee, support, indemnification, assumption or any guarantee of such indebtedness of endorsement by the Company or any Company Subsidiary of, or any similar commitment by the Company or any Company Subsidiary with respect to the obligations, liabilities or Indebtedness of its Subsidiaries any other Person, in an each case in a principal amount in excess of $25 million1,000,000; (iv) any joint venture, partnership Contract (other than the Company Credit Facilities) restricting the payment of dividends or limited liability company agreement the making of distributions to shareholders of the Company or the repurchase of stock or other similar Contract relating to the formation, creation, operation, management or control equity of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting that would require the disposition of any material assets or restricting the ability line of business of the Company or any Company Subsidiary as a result of its Subsidiaries to make distributions or declare or pay dividends in respect the consummation of their capital stock, partnership interests, membership interests or other equity interests, as the case may beIntegrated Mergers; (vi) any acquisition Contract that contains “earn out” joint venture, profit-sharing, partnership, strategic alliance, collaboration or other contingent payment obligations, similar agreements; (vii) any Contract pursuant to which the Company or remaining indemnity any Company Subsidiary receives from any Third Party a license or similar obligationsright to any Intellectual Property that is material to the Company or any Company Subsidiary, other than licenses with respect to non-customized Software that could reasonably be expected (A) is generally available and licensed pursuant to result standard commercial terms, and (B) with an annual cost of less than $250,000; (viii) any Contract pursuant to which the Company or any Company Subsidiary grants to any Third Party a license or similar right to any Intellectual Property that is material to the Company or any Company Subsidiary, other than non-exclusive licenses granted in the ordinary course of business; (ix) Contracts with (A) the top ten (10) customers of the Company based on revenues for the fiscal year ended December 31, 2022 and the nine months ended September 30, 2023 and (B) the top ten (10) vendors of the Company based on costs for the year ended December 31, 2022 and the nine months ended September 30, 2023; (x) any Related Party Contract; (xi) any Contract involving the settlement of any action or action threatened in writing (or series of related actions) (other than any actions covered by insurance) that will (A) involve payments after the date hereof in excess of $500,000 or (B) impose material monitoring or reporting obligations outside the ordinary course of business consistent with past practice; (xii) any Contract for the purchase or sale of real property, in each case entered into or completed on or after January 1, 2021 in excess of $5,000,000; (xiii) any Leases which provide for annual lease payments in excess of $200,000; (xiv) any collective bargaining agreement; (xv) any Contract that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or any Company Subsidiary (other than any such Contracts that are terminable by the Company or any Company Subsidiary on ninety (90) days or less notice without any required material payment or other material conditions, other than the condition of its Subsidiaries in excess of $25 millionnotice); and (viixvi) any Contract that relates to the acquisition or disposition of any business or asset (other than any Contract or arrangement that provides solely for the acquisition of equipment or products in the ordinary course of business) and under which the Company or any Company Subsidiary has a material lease continuing obligation, including any material “earn-out” or sublease with respect similar contingent payment obligations. (b) The Company has made available to Parent a true, correct and complete copy of each Material Contract. All of the Company Material Contracts are, subject to the Bankruptcy and Equity Exceptions, valid and binding obligations of the Company or a Company Leased Real PropertySubsidiary (as the case may be) and, to the Knowledge of the Company, each of the other parties thereto, and in full force and effect and enforceable in accordance with their respective terms against the Company or Company Subsidiaries (as the case may be) and, to the Knowledge of the Company, each of the other parties thereto (except for such Company Material Contracts that are terminated after the date of this Agreement in accordance with Section 6.1(k)), except where the failure to be valid and binding obligations and in full force and effect and enforceable has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no Person is seeking to terminate or challenge the validity or enforceability of any Company Material Contract. Neither the Company nor any Company Subsidiary, nor to the Knowledge of the Company, any of the other parties thereto has violated any provision of, or committed or failed to perform any act that (with or without notice, lapse of time or both) would constitute a default under any provision of, and neither the Company nor any Company Subsidiary has received written notice that it has violated or defaulted under, any Company Material Contract, except for those violations and defaults (or potential defaults) that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Material Contracts. (a) Except Schedule 3.14 sets forth a true, correct and complete list of all existing or pending contracts, commitments, licenses, agreements, obligations or arrangements, whether oral or written, formal or informal, to which any Company Party or any of its Subsidiaries is a party (or intend to become a party) or to which any of its assets or properties is bound (or may become bound): (i) under which any Company Party or any of its Subsidiaries is indemnified for this Agreementor against any liability in excess of $250,000 or under which any Company Party or any of its Subsidiaries is or could be obligated to indemnify any Person in excess of $100,000; (ii) under which any Company Party or any of its Subsidiaries leases personal property from or to third parties; (iii) for the purchase or sale of products or other personal property or for the furnishing or receipt of services by any Company Party or any of its Subsidiaries (A) which calls for performance over a period of more than one (1) year and involves payments of more than $100,000 in the aggregate or (B) in which any Company Party or any of its Subsidiaries has agreed to purchase a minimum quantity of goods or services in excess of $200,000 in value or has agreed to purchase goods or services exclusively from any Person (provided, however, that it is agreed that the Company shall not be required to list on Schedule 3.14 any poultry purchase contracts entered into in the ordinary course of business, provided that such contracts will be deemed to be Material Contracts); (iv) (A) granting representation, marketing or distribution rights, other than food brokers’ agreements entered into in the ordinary course of business, or (B) relating to Intellectual Property; (v) regarding the financing of its business or any part of its business or operations; (vi) establishing any partnership, any joint venture or any strategic alliance; (vii) under which any Company Party or any of its Subsidiaries has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness (including Capital Lease Obligations); (viii) concerning any confidentiality obligations entered into outside of the ordinary course of business or any covenants or agreements restricting it from carrying on any business or from competing in any line of business or with any Person; (ix) with officers, directors, employees, consultants or independent contractors of any Company Party or any of its Subsidiaries; (x) resulting in the creation or incurrence of any Lien (including any precautionary lease filings); (xi) involving any Affiliates of any Company Party or any of its Subsidiaries; (xii) under which the consequences of a default or termination could have a Material Adverse Effect on any Company Party or any of its Subsidiaries, whether individually or in the aggregate; (xiii) under which any Company Party or any of its Subsidiaries will (A) receive aggregate payments from customers, (B) make aggregate payments to vendors or other suppliers or (C) make or receive aggregate payments to or from any other Persons, in each case in excess of $500,000 per annum; (xiv) any collective bargaining agreement entered into by, or binding upon, the Company Benefit Plans or any of its Affiliates; and (xv) not entered into in the ordinary course of business and agreements filed described in response to any of the foregoing clauses. All of the types of contracts, commitments, licenses, agreements, obligations or arrangements described in clauses (i) through (xv) above, together with the real property leases and other interests described in Section 3.25, whether entered into prior to, on or after the Effective Date, are collectively referred to herein as exhibits the “Material Contracts.” At the request of the Purchaser, the Company shall deliver to the Company SEC DocumentsPurchaser a true, correct and complete copy of each of the written Material Contracts, and a written summary of each of the oral Material Contracts, including all amendments, supplements or other modifications thereto. (b) Each Material Contract existing as of the date hereof is (i) a legal, valid and binding obligation of this Agreement, neither the Company nor Party or any Subsidiary that is a party thereto, enforceable against it in accordance with its terms (assuming the enforceability of such Material Contract against the other parties thereto), (ii) to the best knowledge of the Company Parties, a legal, valid and binding obligation of the other parties thereto, enforceable against such other parties in accordance with its terms (assuming the enforceability of such Material Contract against any Company Party or any of its Subsidiaries party thereto) and (iii) in full force and effect on the date hereof. Any Company Party or any of its Subsidiaries, on the one hand, and, to the best knowledge of the Company Parties, all other parties to the existing Material Contracts, on the other hand, are in substantial compliance with the terms thereof, and no default or event of default by any Company Party or any of its Subsidiaries, as the case may be, or, to the best knowledge of the Company Parties, any other party thereto exists thereunder. (c) No Company Party or any of its Subsidiaries is a party to any contract, commitment, license, agreement, obligation or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract arrangement that (A) expressly imposes any material restriction restricts it from carrying on the right or ability of the Company its business or any part thereof, or from competing in any line of its Subsidiaries to compete business or with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real PropertyPerson.

Material Contracts. (a) Except for this Agreement, the any Company Benefit Plans Plan and agreements the Contracts filed as exhibits to the publicly available Company SEC DocumentsReports, as of the date of this Agreementhereof, neither the Company nor any of its Subsidiaries is a party to or bound byby any Contract: (i) any that would be required to be filed by the Company as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K of under the SEC)Securities Act; (ii) pursuant to which the Company or any Contract Company Subsidiary has any material continuing “earn-out” or other contingent payment obligations arising in connection with the acquisition or disposition by the Company of any business; (iii) containing any standstill or similar provision remaining in effect pursuant to which the Company or any Company Subsidiary has agreed not to acquire securities or material assets of another Person; (iv) that (A) expressly imposes limits in any material restriction respect either the type of business in which the Company or its Subsidiaries (or in which Parent or any of its Subsidiaries after the Effective Time) may engage or the manner or locations in which any of them may so engage in any business (including through “non-competition” or “exclusivity” provisions), (B) would require the disposition of any material assets or line of business of the Company or its Subsidiaries or, after the Effective Time, Parent or its Subsidiaries or (C) grants “most favored nation” status that, following the Merger, would apply to Parent or any of its Subsidiaries, including the Company and its Subsidiaries; (v) that (A) is a material indenture, loan or credit Contract, loan note, mortgage Contract, letter of credit or other Contract representing, or any guarantee of, indebtedness of the Company or any Company Subsidiary or (B) is a material guarantee by the Company or any Company Subsidiary of the indebtedness of any Person other than the Company or a wholly owned Subsidiary of the Company; (vi) that grants (A) rights of first refusal, rights of first negotiation or similar pre-emptive rights, or (B) puts, calls or similar rights, to any Person (other than the Company, a wholly owned Company Subsidiary or a wholly owned Subsidiary of the MLP) with respect to any asset that is material to the Company; (vii) that was entered into to settle any material litigation and which imposes material ongoing obligations on the right Company; (viii) limiting or restricting the ability of the Company or any of its Subsidiaries to compete with any declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material mannerequity interests; (iiiix) any mortgagethat is a material partnership, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement company, joint venture or other similar Contract agreement or arrangement relating to the formation, creation, operation, management or control of any joint venturepartnership, partnership or limited liability companycompany or joint venture in which the Company owns, directly or indirectly, any voting or economic interest of 25% or more, other than with respect to any such Contract solely between wholly owned Subsidiary of the Company and its Subsidiaries or among wholly owned Subsidiary of the Company’s Subsidiaries;MLP; or (vx) that relates to the acquisition or disposition of any Contract expressly limiting business or restricting assets (other than the ability purchase and sale of crude oil and products in the ordinary course of business) pursuant to which the Company or any of its Subsidiaries has any liability in excess of $100,000,000 in any transaction or series of related transactions. Each such Contract described in clauses (i) through (x) is referred to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, herein as the case may be; a “Material Contract”. Each Material Contract (vi) any acquisition and each Contract that contains “earn out” would be a Material Contract but for the exception of having been filed as an exhibit to a publicly available Company Report) is valid and binding on the Company and its Subsidiaries as applicable and, to the Knowledge of the Company, each other party thereto, and is in full force and effect, and neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any other party to a Material Contract is in breach or other contingent payment obligationsviolation of any provision of, or remaining indemnity in default under, any Material Contract, and no event has occurred that, with or similar obligationswithout notice, lapse of time or both, would constitute such a breach, violation or default, except for breaches, violations or defaults that could would not, individually or in the aggregate, reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to have a Company Leased Real PropertyMaterial Adverse Effect. A copy of each Material Contract has previously been delivered to Parent.

Material Contracts. (a) Except for Each Company Management Agreement has been delivered by the Company or made available to Parent prior to the date of this Agreement. (b) There is no event or condition that exists or, after notice or lapse of time or both would exist (excluding the transactions contemplated by this Agreement) that would result in a default by the Company (or its Subsidiaries), and the Company and its Subsidiaries have complied in all material respects with all material obligations, covenants and agreements required to be performed by it, under any and all transfer or financing agreements entered into in connection with the Company’s (i) financing of its VOI Receivables (collectively, the Company Benefit Plans “Receivables Financing Agreements”), other than expenses in connection with the closing of such financing transactions, (ii) Indebtedness secured by its Vacation Intervals held as inventory (“Inventory Financing Agreements”) and agreements filed as exhibits to (iii) Indebtedness incurred in connection with the acquisition of real property by the Company SEC Documents, as and its Subsidiaries for the development of vacation projects (“Acquisition Financing Agreements”). (c) As of the date of this Agreement, neither except for (w) this Agreement, (x) the Company nor any Benefit Plans, (y) Contracts filed with the SEC prior to the date hereof, or (z) as set forth on Section 3.25(c) of its Subsidiaries the Company Disclosure Schedule, no Covered Entity is a party to or bound by, as of the date hereof, any Contract (whether written or oral) which is: (i) any a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that a loan, guarantee of Indebtedness or credit agreement, note, bond, mortgage, indenture, Contract, lease, license or other binding commitment (Aother than those between the Company and its wholly-owned Subsidiaries) expressly imposes any material restriction on the right or ability other binding obligation relating to Indebtedness of the Company or any of its Subsidiaries Subsidiaries, or pursuant to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of which the Company or any of its Subsidiaries has mortgaged, pledged or otherwise placed a Lien on any material portion of the assets of the Company or its Subsidiaries, in a material mannereach case, in excess of $250,000; (iii) a Contract relating to a guarantee by any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or Covered Entity of Indebtedness of any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 millionPerson; (iv) a Contract that requires any joint venture, partnership Covered Entity to make a loan or limited liability company agreement capital contribution to or other similar Contract relating to the formation, creation, operation, management or control of investment in any joint venture, partnership or limited liability companyPerson, other than any such Contract solely between the Company and its Subsidiaries or among Silverleaf Club in the Company’s Subsidiariesordinary course of business, in excess of $1,000,000; (v) a Contract relating to any Contract expressly limiting acquisition (by merger, consolidation, acquisition of all or restricting the ability substantially all of the Company assets or otherwise) from any Person or divestiture or disposition by any Covered Entity to any Person of its Subsidiaries to make distributions or declare or pay dividends in respect of their properties, assets, capital stock, partnership interests, membership interests stock or other equity interestsEquity Interests, as except for (A) acquisitions and dispositions of Vacation Intervals in the case may beordinary course of business or (B) relating to Receivables Financing Agreements or Inventory Financing Agreements; (vi) any acquisition a Contract that contains “earn out” provides for the indemnification of any officer, director, manager or other contingent payment obligationsemployee by any Covered Entity; (vii) a Lease; (viii) a Contract that requires any Covered Entity to make capital expenditures in excess of $250,000 in any fiscal year, or remaining indemnity $500,000 in the aggregate; (ix) a Contract which purports to limit the right of any Covered Entity to engage freely or compete in any line of business or to compete with any Person or operate in any location; (x) a Contract that creates a partnership, joint venture or similar obligations, that could reasonably be expected arrangement with respect to result in payments after any material portion of the date hereof by business of the Company or its Subsidiaries taken as a whole; (xi) a Contract that relates to the development, ownership, licensing or use of Intellectual Property or Company Systems in excess of $100,000 (other than a shrink wrap or similar license for generally available “off-the-shelf” software); (xii) a Contract with respect to interest rate or currency hedging activities by the Covered Entity; (xiii) a settlement or similar Contract with any Governmental Entity or order or consent of a Governmental Entity to which any Covered Entity is subject involving future performance by any Covered Entity which is material to the Company and any of its Subsidiaries taken as a whole; (xiv) a Contract that contains a “key man” or “key personnel” provision or otherwise restricts, limits or prohibits any Covered Entity, in any manner, from hiring, firing or otherwise replacing any directors, officers or employees of any Covered Entity; and (xv) an existing agreement, not otherwise required to be disclosed pursuant to clauses (i) through (xv) hereof that (A) requires payments by or to any Covered Entity in excess of $25 million; and500,000 during any 12 month period or (B) is material to the Company and its Subsidiaries, taken as a whole (all Contracts of the type described in this Section 3.25(c), together with the Receivables Financing Agreements, Inventory Financing Agreements and the Acquisition Financing Agreements, being referred to herein as “Company Material Contracts”). (viid) any material lease or sublease Assuming the validity with respect to and binding effect on the applicable counterparty thereto, each Company Material Contract is valid and binding on the Covered Entity that is a party thereto, as applicable, and is in full force and effect and enforceable against the Covered Entity in accordance with its terms, subject to the Bankruptcy and Equity Exceptions. Each Covered Entity has in all material respects performed all material obligations required to be performed by it to date under each Company Material Contract. To the Company’s Knowledge, each counterparty to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract prior to the date of this Agreement. The Company does not have Knowledge of, and no Covered Entity has received written notice of, the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a material breach or violation of or material default on the part of a Covered Entity or their counterparties under any such Company Material Contract. Since December 31, 2009, no Covered Entity has received any written notice that any counterparty to a Company Leased Real PropertyMaterial Contract has sought to terminate or amend the terms of a Company Material Contract. Prior to the date of this Agreement, true and correct copies of all Company Material Contracts (as amended or modified) in effect on the date hereof are either publicly filed with the SEC or the Company has made available to Parent true and correct copies of such Company Material Contracts.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person with, or acquire or dispose of the securities of of, any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries Subsidiaries, in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and; (vii) any Labor Agreement; (viii) any Contract that is a settlement, conciliation or similar agreement with any Governmental Entity and pursuant to which the Company or any of its Subsidiaries will have a material lease outstanding obligation after the date of this Agreement; (ix) any Contract that obligates the Company or sublease any Subsidiary for more than one (1) year, is not terminable without penalty upon notice of ninety (90) days or less and has total projected revenue of at least $50 million; (x) any Contract that involves a take or pay amount of at least $25 million; (xi) the Company Real Property Leases; (xii) any Contract pursuant to which the Company or any of its Subsidiaries (A) is granted a license to use any third-party Intellectual Property that is material to the business of the Company and its Subsidiaries, taken as a whole, other than (i) shrink-wrap, click-wrap and off-the shelf Software licenses, and (ii) any other non-exclusive licenses for Software that is commercially available generally or (B) grants to a third party a license to use any Intellectual Property owned by the Company or any of its Subsidiaries that is material to the business of the Company and its Subsidiaries, taken as a whole, other than non-exclusive licenses granted in the ordinary course of business; and (xiii) any Contracts or arrangements containing a non-compete or similar type of provision that limit or otherwise restrict the Company or any of its Subsidiaries or any of their respective Affiliates or any successor thereto, and that would reasonably be expected to, after the Effective Time, limit or restrict Sodium or any of its Affiliates (including the Company and its Subsidiaries following the Closing) or any successor thereto, from (A) engaging or competing in any line of business or in any geographic area during any period or (B) making, selling or distributing any products or services, or using, transferring or distributing, or enforcing any of their respective rights with respect to, any of their respective material assets or properties. All contracts of the types referred to in clauses (i) through (xiii) above are referred to herein as “Company Material Contracts.” (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect: (i) neither the Company nor any Subsidiary of the Company that is a party thereto is in breach of or default under the terms of any Company Material Contract; (ii) to the Company’s knowledge, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract, no event has occurred that, with or without notice or lapse of time, or both would constitute a material breach of or material default under, or give rise to a right of termination, cancellation or acceleration of any material obligation under any Company Leased Real PropertyMaterial Contract; and (iii) each Company Material Contract is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the Company’s knowledge, of each other party thereto, and is in full force and effect, subject to the Remedies Exceptions. A copy of each Company Material Contract has previously been made available to Sodium (including via the Company SEC Documents).

Material Contracts. (ai) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the date of this Agreement, neither none of the Company nor any of or its Subsidiaries is a party to or bound by:by any Company Contracts (each such Company Contract, a “Material Contract”): (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of (I) containing covenants binding upon the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting restrict the ability of the Company or any of its Subsidiaries (or which, following the consummation of the Merger or the Bank Merger, would materially restrict the ability of Parent, the Surviving Corporation or its Affiliates) to make distributions compete in any business or declare geographic area or pay dividends in respect which grant “most favored nation” status that, following the Merger or the Bank Merger, would apply to Parent or any of their capital stockits Subsidiaries; (II) that could require the disposition of any material assets or line of business of the Company or its Subsidiaries or, partnership interestsafter the Effective Time, membership interests Parent or other equity interests, as any of its Subsidiaries; or (III) that prohibits or limits the case may beright of the Company or any of its Subsidiaries to sell or distribute any products or services; (viB) involving commitments to others to make capital expenditures or capital asset purchases or capital asset sales; (C) relating to any acquisition Contract that contains “earn out” direct or indirect indebtedness for borrowed money of the Company or any of its Subsidiaries (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other contingent payment obligationsundertakings on which others rely in extending credit), or remaining indemnity any conditional sales Company Contracts, chattel mortgages and other security arrangements with respect to personal property, other than Company Contracts entered into in the ordinary course of business consistent with past practice, and any equipment lease agreements involving payments to or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and75,000 over the remaining term; (viiD) provides for payments to be made by the Company or any of its Subsidiaries upon a change in control thereof; (E) containing any standstill or similar agreement pursuant to which one party has agreed not to acquire assets or securities of another Person; (F) that would prevent, materially delay or materially impede the Company’s ability to consummate the Merger, the Bank Merger or the other transactions contemplated hereby; (G) providing for indemnification by the Company or any of its Subsidiaries of any Person, except for non-material Company Contracts entered into in the ordinary course of business; (H) that was not negotiated and entered into on an arm’s-length basis; (I) other than this Agreement, that is entered into, or has been entered into in the two years prior to the date hereof, with (i) any material lease Affiliate of the Company, (ii) any current or sublease with respect former director or officer or any Person beneficially owning five percent (5%) or more of the outstanding Shares or (iii) any “associate” or member of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of a person identified in clauses (i) or (ii) of this subsection; (J) that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets; (K) which relates to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or to the formation, creation or operation, management or control of any partnership or joint venture with any third parties; (L) involves performance of services or delivery of goods or materials to, or expenditures by, the Company Leased Real Propertyor any of its Subsidiaries of an amount or value in excess of $100,000 over its remaining term, other than loans, funding arrangements, OREO-related arrangements and other transactions made in the ordinary course of the banking business; (M) relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) entered into since December 31, 2010 (other than Company Contracts relating to the acquisition or sale of other real estate owned); (N) otherwise not entered into in the ordinary course of business or that is material to the Company or its financial condition or results of operations. (ii) Each of the Material Contracts is valid and binding on the Company or its Subsidiaries, as the case may be and, to the Knowledge of the Company, each other party thereto, and is in full force and effect, except for such failures to be valid and binding or to be in full force and effect as would not, or would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. There is no default under any such Material Contracts by the Company or its Subsidiaries 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 its Subsidiaries, in each case except as would not, or would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect.

Material Contracts. (ai) Except for this Agreement, Section 6.1(A)(t)(i) of the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, Disclosure Schedule sets forth a list as of the date of this Agreement, neither Agreement of each Contract to which the Company nor or any of its Subsidiaries is a party to or by which it is bound by: (i) any “material contract” (as each such term is defined in Item 601(b)(10) of Regulation S-K Contract, and each of the SEC);following types of Contracts (other than any Company Benefit Plan) described below to which the Company or any of its Subsidiaries becomes a party or by which it otherwise becomes bound after the date of this Agreement, a “Company Material Contract”): (ii) any Contract that (A) expressly imposes each acquisition or divestiture Contract (including any material restriction on Contracts pursuant to which any member of the right Company Group has transferred or ability agreed to transfer ownership of any Intellectual Property) that (x) has a maximum potential value (or which otherwise requires the receipt or making of payments) in excess of $250,000 (including pursuant to any “earn-out”, contingent value rights, milestone payments, license fees, royalty payments, development costs or other contingent payment or value obligations) and pursuant to which the Company or its Subsidiaries has any current or future obligations, (y) involves the issuance of any Equity Securities of the Company or any of its Subsidiaries to compete with a Third Party following the date of this Agreement or (z) grants to any Person (other than any member of the Company Group) any right of first refusal, right of first negotiation, right of first offer, option to purchase, option to license, or any other person similar rights with respect to any Company Product or acquire any owned or dispose of the securities of any other person or exclusively licensed Company Intellectual Property; (B) contains any Contract with any Governmental Entity that is material to the Company and its Subsidiaries, taken as a whole, and involving or that would reasonably be expected to involve payments to or from any Governmental Entity in an exclusivity amount having a maximum potential value in excess of $250,000; (C) any Contract that (x) limits or “most favored nation” clause that restricts purports to limit, in any material respect, the business freedom of the Company or any of its Subsidiaries to engage or compete in a any line of business or with any Person or in any area or that would so limit or purport to limit, in any material manner; (iii) any mortgagerespect, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee the freedom of such indebtedness of the Company Parent or any of its Subsidiaries in an amount in excess of $25 million; Affiliates to take such actions after the Effective Time, (ivy) contains exclusivity or “most favored nation” obligations or (z) contains any joint venture, partnership other provisions materially restricting or limited liability company agreement or other similar Contract relating purporting to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting materially restrict the ability of the Company or any of its Subsidiaries to make distributions sell, market, distribute, promote, manufacture, develop, commercialize, test or declare research any Company Products through Third Parties, or pay dividends in respect of their capital stockto solicit any potential customer, partnership interests, membership interests supplier or other equity interests, as business relation in any material respect or that would so limit or purport to limit Parent or any of its Affiliates after the case may beEffective Time; (viD) any acquisition Contract that contains “earn out” relating to third-party indebtedness for borrowed money in excess of $250,000 (whether incurred, assumed, guaranteed or secured by any asset) of the Company or any of its Subsidiaries; (E) any Contract restricting the Company or any of its Subsidiaries from (x) the payment of dividends (y) the making of distributions to shareholders or (z) the ability to repurchase or redeem Equity Securities; (F) any joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization, research, development or other contingent payment obligationssimilar agreement, which is material to the Company Group, taken as a whole; (G) any collective bargaining agreements or other agreements with any labor organization, labor union, or remaining indemnity works council; (H) any Contracts or similar obligationsother transactions with any (A) executive officer or director of the Company or (B) affiliate (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) or “associates” (or members of any of their “immediate family”) (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of any such executive officer, that could reasonably director or beneficial owner; (I) any Contracts pursuant to which the Company or any of its Subsidiaries (A) receives any license (including any sublicense) to, or covenant not to be expected sued under, any Intellectual Property (other than non-exclusive licenses for generally commercially available off-the-shelf Software with annual payments of less than $250,000), (B) grants a Third Party any license (including any sublicense) to, or covenant not to result in sue under, any Intellectual Property or (C) has transferred or agreed to transfer ownership of any Owned Intellectual Property; (J) any Contract involving the settlement of any Action or threatened Action (or series of related Actions) (A) which (x) will involve payments after the date hereof by the Company or any of its Subsidiaries after the date hereof, or involved such payments, in excess of $25 million250,000 or (y) will impose, or imposed, materially burdensome monitoring or reporting obligations by the Company or any of its Subsidiaries outside the ordinary course of business or material restrictions on the Company or any Subsidiary of the Company (or, following the Completion, on Parent or any Subsidiary of Parent) or (B) which impose material restrictions on the use of any material Intellectual Property; (K) any stockholders, investors rights, registration rights or similar agreements or arrangements with respect to the Company or any of its Subsidiaries; and (viiL) any other Contract required to be filed by the Company pursuant to Item 601(b)(10) of Regulation S-K. (ii) All of the Company Material Contracts are, subject to the Equitable Exceptions, (A) valid and binding obligations of the Company or a Subsidiary of the Company (as the case may be) and, to the knowledge of the Company, each of the other parties thereto and (B) in full force and effect and enforceable in accordance with their respective terms against the Company or its Subsidiaries (as the case may be) and, to the knowledge of the Company, each of the other parties thereto, in the case of (A), except for such Company Material Contracts that are terminated after the date of this Agreement in accordance with their respective terms, other than as a result of a default or breach by the Company or any of its Subsidiaries of any of the provisions thereof, and except where the failure to be valid and binding obligations and in full force and effect and enforceable has not had and would not reasonably be expected to have, individually or in the aggregate, an effect that is material lease to the Company Group, taken as a whole. To the knowledge of the Company, as of the date hereof, no Person is seeking to terminate or sublease challenging the validity or enforceability of any Company Material Contract, except such terminations or challenges which have not had and would not reasonably be expected to have, individually or in the aggregate, an effect that is material to the Company Group, taken as a whole. Neither the Company nor any of its Subsidiaries, nor, as of the date hereof, to the knowledge of the Company, any of the other parties thereto has violated any provision of, or committed or failed to perform any act which (with respect or without notice, lapse of time or both) would constitute a material default under any provision of, and as of the date hereof neither the Company nor any of its Subsidiaries has received written notice that it has violated or defaulted under, any Company Material Contract, except for those violations and defaults which have not had and would not reasonably be expected to have, individually or in the aggregate, an effect that is material to the Company Group, taken as a whole. The Company Leased Real Propertyhas made available to Parent true and complete copies of each Company Material Contract as in effect as of the date hereof.

Material Contracts. (a) Except for as set forth on Schedule 4.13(a), other than this Agreement, Agreement and the Company Benefit Plans and agreements filed as exhibits to the Company SEC Ancillary Documents, as of the date of this Agreement, neither the Company nor there are no Contracts to which CAC is a party or by which any of its Subsidiaries is a party to properties or bound by: assets may be bound, subject or affected, which (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); creates or imposes a Liability greater than $100,000, (ii) involves the engagement of a financial or similar professional advisor in respect of the Transactions, another business combination or any Contract capital raising, in any case that would reasonably be expected to be applicable to the Transactions or would impose post-Closing obligations on Pubco or its Subsidiaries, other than customary confidentiality and indemnification provisions, (Aiii) expressly imposes may not be cancelled by CAC on less than sixty (60) days’ prior notice without payment of a material penalty or termination fee or (iv) prohibits, prevents, restricts or impairs in any material restriction on the right or ability respect any business practice of the Company CAC or any of its Subsidiaries to compete with current or future Affiliates, any other person or acquire or dispose acquisition of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company material property by CAC or any of its Subsidiaries current or future Affiliates, or restricts in a any material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee respect the ability of such indebtedness of the Company CAC or any of its Subsidiaries current or future Affiliates from engaging in an amount business as currently conducted by it or from competing with any other Person (each, a “CAC Material Contract”). All CAC Material Contracts have been made available to the Company other than those that are exhibits to the Signing SEC Reports. (b) With respect to each CAC Material Contract: (i) the CAC Material Contract (other than those set forth on Schedule 4.14) was entered into at arms’ length and in excess the ordinary course of $25 million; business; (ii) the CAC Material Contract is legal, valid, binding and enforceable in all material respects against CAC and, to the Knowledge of CAC, the other parties thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability Exceptions); (iii) CAC is not in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default in any material respect by CAC, or permit termination or acceleration by the other party, under such CAC Material Contract; and (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formationKnowledge of CAC, creation, operation, management no other party to any CAC Material Contract is in breach or control default in any material respect and no event has occurred that with the passage of any joint venture, partnership time or limited liability company, giving of notice or both would constitute such a breach or default by such other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligationsparty, or remaining indemnity permit termination or similar obligations, that could reasonably be expected to result in payments after the date hereof acceleration by the Company or CAC under any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real PropertyCAC Material Contract.

Material Contracts. (ai) Except for this Agreement, the Company Benefit Plans Agreement and agreements except for Contracts filed as exhibits to the Company SEC DocumentsReports, as of the date of this Agreement, neither none of the Company nor any of or its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes other than with respect to any material restriction on the right or ability of partnership that is wholly owned by the Company or any of its Subsidiaries to compete with any other person or acquire or dispose wholly owned Subsidiary of the securities of Company, any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgagepartnership, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement venture or other similar Contract agreement or arrangement relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability companyjoint venture material to the Company or any of its Subsidiaries or in which the Company owns more than a 15% voting or economic interest, or any interest valued at more than $10 million without regard to percentage voting or economic interest; (B) any Contract (other than among direct or indirect wholly owned Subsidiaries of the Company) relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any such asset) in excess of $1 million; (C) any Contract solely between that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, excluding any Benefit Plan; (D) any Contract that (I) purports to limit in any material respect either the type of business in which the Company or its Subsidiaries (or, after the Effective Time, Parent or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business, (II) could require the disposition of any material assets or line of business of the Company or its Subsidiaries or, after the Effective Time, Parent or its Subsidiaries, (III) grants “most favored nation” status that, following the Merger, would apply to Parent and its Subsidiaries, including the Company and its Subsidiaries or among (IV) prohibits or limits in any material respect the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability right of the Company or any of its Subsidiaries to make distributions make, sell or declare distribute any products or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may beservices; (viE) any acquisition Contract that contains “earn out” to which the Company or other contingent payment obligations, or remaining indemnity any of its Subsidiaries is a party containing a standstill or similar obligationsagreement pursuant to which the Company has agreed not to acquire the assets or securities of the other party or any of its Affiliates; (F) any Contract between the Company or any of its Subsidiaries and any Affiliate thereof, that could reasonably be expected to result in payments after including any director or officer of the date hereof Company or any Person beneficially owning five percent or more of the outstanding Shares, excluding any Benefit Plan; (G) any Contract providing for indemnification by the Company or any of its Subsidiaries of any Person, except for any such Contract that is (i) not material to the Company or any of its Subsidiaries and (ii) entered into in excess the ordinary course of business; (H) any material Contract relating to the license of Intellectual Property (excluding commercial off-the-shelf or shrink wrap software that has not been modified or customized); (I) any Contract that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets that have a fair market value or purchase price of more than $25 1 million; and (viiJ) any Contract (other than a Contract described in one of the other provisions in this Section 5.1(j)) which is material lease to the Company and its Subsidiaries (each such Contract described in clauses (A) through (J), together with all exhibits and schedules to such Contracts and those Contracts which would be Material Contracts but for the exception of being filed as exhibits to the Company Reports, is referred to herein as a “Material Contract”). (ii) Each of the Material Contracts is valid and binding on the Company or sublease with respect its Subsidiaries, as the case may be and, to the knowledge of the Company, each other party thereto, and is in full force and effect, except for such failures to be valid and binding or to be in full force and effect as would not, or would not reasonably be expected to, individually or in the aggregate, have a Company Leased Real PropertyMaterial Adverse Effect. There is no default under any such Contracts by the Company or its Subsidiaries 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 its Subsidiaries, in each case except as would not, or would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.

Material Contracts. (a) Except for this Agreement, (x) as set forth on Section 4.19 of the Company Benefit Plans Disclosure Schedules, (y) for Reinsurance Agreements and agreements filed as exhibits Insurance Contracts (including insurance or annuity policies and contracts, or any binders, slips, certificates, endorsements or riders thereto) and (z) for contracts, agreements, instruments or commitments that relate to Investment Assets (including the Company SEC Documentsdisposition, as of the date of this Agreementcustody or acquisition thereof), neither the Company nor any of its Subsidiaries is a party to or expressly bound byby any agreement, lease, easement, license, contract, note, bond, mortgage, indenture or other legally binding obligation (each, a “Contract”) that: (i) any would be required to be filed by the Company as a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes limits in any material restriction on respect either the right type or line of business in which the Company or any of its Subsidiaries or any Person that controls, or is under common control with, the Company may engage or the manner or locations in which any of them may so engage in any business (including through “non-competition” or “exclusivity” provisions) or (B) prohibits the Company or any of its Subsidiaries or any Person that controls, or is under common control with, the Company from soliciting any client or customer; (iii) (A) is an indenture, loan or credit Contract, loan note, mortgage Contract or other Contract representing, or any guarantee of, Indebtedness for borrowed money of the Company or any Subsidiary of the Company in excess of $10,000,000, other than any Indebtedness between or among the Company and any of its Subsidiaries or (B) is a guarantee by the Company or any of its Subsidiaries of such Indebtedness of any person other than the Company or a wholly-owned Subsidiary of the Company; (iv) limits or restricts the ability of the Company or any of its Subsidiaries to compete with any (A) declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other person or acquire or dispose of the securities of any other person or equity interests, (B) contains an exclusivity pledge capital stock or “most favored nation” clause that restricts the business (C) issue any guarantee of the Company or any of its Subsidiaries in a material mannerIndebtedness; (iiiv) any mortgageis a partnership, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement company, joint venture or other similar Contract agreement or arrangement relating to the formation, creation, operation, management or control of any joint venturepartnership, partnership or limited liability companycompany or joint venture in which the Company owns, directly or indirectly, any voting or economic interest, other than with respect to any such Contract solely wholly-owned Subsidiary of the Company; (vi) involves the settlement of any pending or threatened claim, action or proceeding that requires payment obligations after the date hereof in excess of $5,000,000, other than claims settled under Insurance Contracts in the ordinary course of business and within applicable policy limits; (vii) has been entered into between the Company or any of its Subsidiaries, on the one hand, and its Subsidiaries any officer, director or among Affiliate (other than a wholly-owned Subsidiary of the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect any of their capital stockrespective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 under the Exchange Act), partnership interestson the other hand, membership interests including any Contract pursuant to which the Company or other equity interestsany of its Subsidiaries has an obligation to indemnify such officer, as the case may bedirector, Affiliate or family member; (viviii) (A) grants any acquisition Contract right of first refusal, right of first offer, or similar right with respect to any material assets, rights, or properties of the Company or any of its Subsidiaries or (B) obligates the Company or any of its Subsidiaries to conduct business on an exclusive or preferential basis or that contains a “earn outmost favored nation” or similar covenant with any third party; (ix) provides for any guaranty of liabilities or obligations by the Company or any Subsidiary thereof, in each case that is material to the Company and its Subsidiaries, taken as a whole, other contingent payment obligations, than any guaranty by the Company or remaining indemnity a Subsidiary thereof of any of the obligations of the Company or similar obligations, that could reasonably be expected another wholly-owned Subsidiary thereof; (A) relates to result in payments after the date hereof disposition or acquisition (directly or indirectly) by the Company or any of its Subsidiaries of any material assets or properties of the Company or its Subsidiaries, other than any such Contracts that are no longer executory or (B) pursuant to which the Company or any of its Subsidiaries will acquire any material interest in excess of $25 million; andany other Person or other business enterprise; (viixi) pursuant to which the Company or any of its Subsidiaries is restricted in its right to assert, use or register any material lease Company Intellectual Property, including coexistence agreements, settlement agreements, covenants not to ▇▇▇ or sublease similar agreements or arrangements; or (xii) is a collective bargaining agreement or other agreement with respect any labor union, works council, trade union, labor association or other employee representative organization. (b) Each such Contract described in clauses (i) through (xii) above is referred to herein as a “Material Contract.” Except as otherwise set forth on Section 4.19(b) of the Company Disclosure Schedules, each Material Contract and each Contract pursuant to which the Company or any of its Subsidiaries grants or obtains rights to material Intellectual Property (excluding Contracts granting rights to use generally commercially available, off-the-shelf software (including “shrink-wrap” or “click-wrap” agreements)) (“Material IP Contract”) is a legal, valid and binding obligation of the Company or the Subsidiary that is party thereto, and, to the knowledge of the Company, and each other party thereto, is in full force and effect and enforceable by the Company or the applicable Subsidiary, in each case, subject to Creditors’ Rights, except as, individually or in the aggregate, is not and would not be reasonably expected to be, material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any other party to a Material Contract or Material IP Contract is in breach or violation of any provision of, or in default under, any Material Contract or Material IP Contract, and no event has occurred that, with or without notice, lapse of time or both, would constitute such a breach, violation or default, except for breaches, violations or defaults that, individually or in the aggregate, is not and would not be reasonably expected to be, material to the Company Leased Real Propertyand its Subsidiaries, taken as a whole. The Company has previously made available true and complete copies of each Material Contract as of the date of this Agreement.

Material Contracts. (ai) Except for There have been made available to Parent true, correct and complete copies of all of the following executory contracts to which Company or its Significant Subsidiary is a party or by which either is bound as of the date of this AgreementAgreement (collectively, the "Material Contracts"): (A) contracts with any current or former officer or director of Company Benefit Plans or its Significant Subsidiary; (B) contracts (x) for the sale of any of the material assets or any material amount of assets of Company or its Significant Subsidiary, other than contracts entered into in the ordinary course of business, or (y) for the grant to any person of any preferential rights to purchase any of its material assets or any material amount of its assets; (C) contracts that restrict Company or its Significant Subsidiary from competing in any line of business or with any person in any geographical area in any material manner; (D) indentures, credit agreements, security agreements, mortgages, guarantees and agreements filed as exhibits promissory notes, and other contracts relating to the borrowing of money involving amounts in excess of $1,000,000; (E) contracts involving (x) the acquisition, merger or purchase of all or substantially all of the assets or business of any person, or (y) the purchase or sale of assets, or a series of purchases and sales of assets, involving aggregate consideration of $1,000,000 or more, in each case, other than contracts entered into in the ordinary course of business; (F) contracts with any affiliate that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (G) contracts that are material to Company SEC Documentsand contain a "change in control" or similar provision; and (H) contracts relating to any material joint venture, as partnership, strategic alliance or similar arrangement. (ii) As of the date of this Agreement, neither all of the Material Contracts are in full force and effect and are the legal, valid and binding obligations of Company or its Significant Subsidiary, enforceable against it or the Significant Subsidiary in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Neither Company nor its Significant Subsidiary is in breach or default in any of its Subsidiaries material respect under any Material Contract nor, to Company's knowledge, is a any other party to any Material Contract in breach or bound by: (i) any “material contract” (as such term is defined default thereunder in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right respect, except for such breaches or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause defaults that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgagedo not have, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could would not reasonably be expected to result have, individually or in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to aggregate, a Company Leased Real PropertyMaterial Adverse Effect.

Material Contracts. (a) Except for this AgreementThe following Contracts, other than Parent Employee Plans, to which Parent or any of its Subsidiaries is a party or by which any of them or any of their respective assets are bound are each referred to herein as a “Parent Material Contract”: (i) any Contract in effect as of the date hereof that would be required to be filed with the SEC pursuant Item 601(b)(10) of Regulation S-K under the Securities Act; (ii) any Contract (other than Leases), including any development, manufacturing, supply or distribution agreement, that involved or would reasonably be expected to involve in the fiscal year ending December 31, 2024, the Company Benefit Plans and agreements filed as exhibits payment or delivery of cash or other consideration by or to Parent or any of its Subsidiaries in an amount that had a value or having an expected value in excess of $8,000,000; (iii) any Contract that (A) limits or purports to limit, in any material respect, the freedom of Parent or any of its Subsidiaries to engage or compete in any line of business or with any Person or in any area, (B) contains material exclusivity or “most favored nation” obligations or restrictions with respect to Parent or any of its Subsidiaries or (C) contains any other provisions that restrict the ability of Parent or any of its Subsidiaries to develop, use or maintain the Parent Platforms or to sell, market, distribute, promote, manufacture, develop, use, commercialize, or test or research any Parent Drug Product Candidate, directly or indirectly through Third Parties, in any material respect; and (iv) all material Contracts pursuant to which Parent or any of its Subsidiaries (A) receives or is granted any license (including any sublicense) to, or covenant not to be sued under, any Intellectual Property Rights (other than licenses to commercially available software, including off-the-shelf software, or other commercially available technology), including any Intellectual Property Rights (i) with respect to the Company SEC DocumentsParent Platforms or any Parent Drug Product Candidate, or (ii) used in the operation of the business of Parent or its Subsidiaries as of immediately prior to the Effective Time or (B) grants any license (including any sublicense) to, or covenant not to be sued under, any Parent Intellectual Property (other than non-exclusive licenses granted in the ordinary course of business), in the case of each of clauses (A) and (B), that are material to the development of the Parent Platforms or the development or manufacture of any Parent Drug Product Candidate and involved aggregate payments by or to Parent or any of its Subsidiaries in excess of $8,000,000 in the fiscal year ending December 31, 2023. (b) All Parent Material Contracts are, subject to the Bankruptcy and Equity Exceptions, (i) valid and binding obligations of Parent or a Subsidiary of Parent (as the case may be) and, to the knowledge of Parent, each of the other parties thereto, and (ii) in full force and effect and enforceable in accordance with their respective terms against Parent or its Subsidiaries (as the case may be) and, to the knowledge of Parent, each of the other parties thereto (in each case except for such Parent Material Contracts that are terminated after the date of this Agreement in accordance with their respective terms, other than as a result of a default or breach by Parent or any of its Subsidiaries of any of the provisions thereof), except where the failure to be valid and binding obligations and in full force and effect and enforceable has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. To the knowledge of Parent, as of the date of this Agreement, no Person is seeking to terminate or challenge the validity or enforceability of any Parent Material Contract, except such terminations or challenges which have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries, nor, to the knowledge of Parent, any of the other parties thereto, has violated any provision of, or committed or failed to perform any act that (with or without notice, lapse of time or both) would constitute a default under any provision of, and neither the Company Parent nor any of its Subsidiaries is a party to has received written notice that it has violated or bound by: defaulted under, any Parent Material Contract, except for those violations and defaults (ior potential defaults) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company would not have had and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could would not reasonably be expected to result have, individually or in payments after the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company true and complete copies of each Parent Material Contract referred to in clause (i) of the definition thereof as in effect as of the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real Propertyhereof.

Material Contracts. (ai) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC DocumentsContracts set forth in Section 3.2(k) of its Disclosure Letter, as of the date of this Agreement, neither the Company it nor any of its Subsidiaries Subsidiaries, nor any of their respective assets, businesses or operations, is a party to to, or is bound or affected by: , or receives benefits under, (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (iiA) any Contract relating to the borrowing of money by it or any of its Subsidiaries or the guarantee by it or any of its Subsidiaries of any such obligation (other than Contracts pertaining to fully- secured repurchase agreements, trade payables and Contracts relating to borrowings, deposit-takings or guarantees made in the ordinary course of business consistent with past practice), (B) any Contract containing a non-compete or client or customer non-solicit requirement or any other provisions that (A) expressly imposes any material restriction on limit the right or ability of the Company it or any of its Subsidiaries to compete in any line of business or with any other person Person, or acquire or dispose that involve any restriction of the securities of any other person geographic area in which, or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company method by which, it or any of its Subsidiaries in a material manner; may carry on its business (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money than as may be required by Law or any guarantee Governmental Authority) or which requires referrals of such indebtedness of the Company business or requires it or any of its Subsidiaries in an amount in excess of $25 million; Affiliates to make available investment opportunities to any Person on a priority, equal or exclusive basis, (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (vC) any Contract expressly limiting with respect to the employment of any directors, executive officers or restricting employees, or with any consultants that are natural Persons involving the ability payment of U.S.$500,000 or more per annum, (D) any Contract which, upon the execution or delivery of this Agreement or consummation of the Company transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (including severance payment) becoming due from it or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stockSubsidiaries, partnership interests, membership interests or other equity interests, as the case may be; (viE) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after prohibit, delay or materially impair the date hereof consummation of any of the Transactions, (F) any Contract (or group of Contracts with the same party (or its Affiliates) involving similar transactions) that involves expenditures or receipts by the Company it or any of its Subsidiaries in excess of $25 million; and U.S.$5,000,000 per year not entered into in the ordinary course of business consistent with past practice, (viiG) any material lease Contract with an Affiliate, (H) any Contract that grants any right of first refusal, right of first offer or sublease similar right with respect to a Company Leased Real Property.the sale or other transfer of any material assets, rights or properties of it or its Subsidiaries or (I) any Contract with any Governmental Authority (other than routine or customary Contracts with any self-regulatory body). With respect to each of its Contracts required to be disclosed in its Disclosure Letter pursuant to this Section 3.2(k)(i):

Material Contracts. (a) Section 3.18(a) of the Company Disclosure Schedule sets forth a true and complete list of each of the following types of Contracts to which the Company or any of its Subsidiaries has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date hereof, but excluding any purchase orders, invoices, requisition forms, or other form purchasing documents and any Company Plans disclosed on Section 3.16(a) of the Company Disclosure Schedule: (i) (A) contains any exclusivity or similar provision that is binding on the Company or any of its Subsidiaries (or would purport to be binding, after the Effective Time, on Parent or any of its Subsidiaries) or (B) otherwise limits or restricts the Company or any of its Subsidiaries (or would purport to limit or restrict, after the Effective Time, Parent or any of its Subsidiaries) from (1) engaging or competing in any line of business in any location or with any Person, (2) selling any products or services of or to any other Person or in any geographic region, or (3) obtaining products or services from any Person, in each case of clause (A) and clauses (1), (2) and (3) of clause (B), that is material to the Company and its Subsidiaries, taken as a whole; (ii) includes (A) any “most favored nation” terms and conditions (including with respect to pricing) granted by the Company or any of its Subsidiaries to a Third Party, or (B) any arrangement whereby the Company or any of its Subsidiaries grants any right of first refusal or right of first offer or similar right to a Third Party, in each case of clauses (A) and (B) that is material to the Company and its Subsidiaries, taken as a whole; (iii) is a joint venture, strategic alliance or partnership agreement that either (A) is material to the Company and its Subsidiaries, taken as a whole, or (B) would reasonably be expected to require the Company and its Subsidiaries to make expenditures in excess of $300,000 in the aggregate during the 12-month period following the date hereof; (iv) is a loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture or other binding commitment (other than letters of credit and those between the Company and its wholly-owned Subsidiaries) relating to indebtedness for borrowed money in an amount in excess of $500,000 individually; (v) is a Contract with respect to an interest, rate, currency or other swap or derivative transaction (other than those between the Company and its Subsidiaries) with a fair value in excess of $100,000; (vi) is a material Contract with respect to any Company Intellectual Property Rights and not for “off-the-shelf” software or hardware generally commercially available on standard and non-discriminatory terms; (vii) is an acquisition agreement, asset purchase or sale agreement, stock purchase or sale or purchase agreement or other similar agreement, in each case for the purchase or sale of a corporation, partnership, or other business organization or business thereof (including all or substantially all of the assets of such business), pursuant to which (A) any other Person has the right to acquire any assets of the Company or any of its Subsidiaries or (B) any other Person has the right to acquire any equity interests in the Company or any of its Subsidiaries; (viii) is a settlement or similar agreement with any Governmental Authority or arbitrator (public or private) (including any corporate integrity agreement, monitoring agreement or deferred prosecution agreement) or order or consent of a Governmental Authority or arbitrator (public or private) (including any consent decree or settlement order) to which the Company or any of its Subsidiaries is subject involving performance on or after the date hereof by the Company or any of its Subsidiaries and in an amount in excess of $100,000 individually; (ix) any Contract (or series of related Contracts) pursuant to which the Company or any Subsidiary has continuing “earn-out” or similar obligations that could result in payments from the Company or any Subsidiary in an amount in excess of $100,000 per Contract; (x) any Contract (or series of related Contracts) that creates an obligation of the Company or any of its Subsidiaries to make any capital commitment, loan or capital expenditure in an amount in excess of $100,000 per twelve-month period after the date hereof; (xi) any Contract with the Subject Company Customers, Suppliers and Dealers; (xii) any Contract that contains a change in control provision that would be triggered in connection with consummation of the Transactions, provided that (i) such Contract has provided $100,000 or more of revenue to the Company or any of its Subsidiaries, individually or in the aggregate, in the twelve-month period prior to the date hereof, or would reasonably be expected to provide $100,000 or more of revenue to the Company or any of its Subsidiaries, individually or in the aggregate, in the twelve-month period after the date hereof or (ii) such change in control provision expressly requires aggregate payments by the Company or any its Subsidiaries, individually or in the aggregate, in excess of $100,000; (xiii) any Contract (including any loan) between the Company or any of its Significant Subsidiaries, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary) of the Company or any of its Significant Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any of its Significant Subsidiaries has an obligation to indemnify such officer, director, Affiliate or family member, but not including any Company Plans; (xiv) any shareholder, investors rights, registration rights or similar agreement or arrangement; (xv) any Contract pursuant to which the Company or any of its Subsidiaries has continuing obligations or interests involving (A) “milestone” or other similar contingent payments to be made to or by the Company or any of its Subsidiaries upon the achievement of certain milestones, including upon the achievement of regulatory or commercial milestones or (B) payment of royalties or other amounts calculated based upon any revenues or income of the Company or any of its Subsidiaries, in each case (x) which payments after the date hereof would reasonably be expected to be: (i) in the case of suppliers and subcontractors, more than $200,000 in the twelve (12) month period following the date hereof, and (ii) in the case of employees and sales representatives, more than $100,000 in the twelve (12) month period following the date hereof, and (y) that cannot be terminated by the Company or such Subsidiary without more than sixty (60) days’ notice without material payment or penalty; (xvi) any employment, severance, consulting or other agreements which provide for compensating or providing benefits to, or that otherwise govern the terms of employment of, present or former employees or consultants of the Company or its Subsidiaries, which provide for base compensation payable to any employee or consultant of the Company or any of its Subsidiaries in excess of $100,000 per year; (xvii) any material collective bargaining agreement or other material Contract with any labor union; (xviii) any Contract (including any option agreement) to purchase or sell any interest in real property, and any Company Real Property Lease; (xix) any Contract relating to the indemnification of a Company Indemnified Party that deviates from the form of indemnification agreement made available to Parent; or (xx) any Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by the Company under Item 1.01 on a Current Report on Form 8-K. Each Contract of the type described in clauses (i) through (xx) is referred to herein as a “Company Material Contract”. (b) Except for this Agreement, Agreement or as set forth in Section 3.18(a) of the Company Benefit Plans and agreements filed as exhibits to the Company SEC DocumentsDisclosure Schedule, as of the date hereof, none of this Agreement, neither the Company nor or any of its Subsidiaries is a party to or bound by: (i) by any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act) that is to be performed after the date hereof that has not been filed as an exhibit to or incorporated by reference in a Company SEC Document. (c) Each Company Material Contract is valid and binding and in full force and effect and, to the Company’s Knowledge, enforceable against the other party or parties thereto in accordance with its terms, except as such enforceability may be limited by the Enforceability Limitations. Since December 31, 2015, (i) except for breaches, violations or defaults which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries, nor to the SEC); Company’s Knowledge any other party to a Company Material Contract, is in violation of any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Company Material Contract, and (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of neither the Company or nor any of its Subsidiaries to compete with has received written notice that it has breached, violated or defaulted under any other person Company Material Contract which has not been cured or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business resolved. True and complete copies of the Company or Material Contracts and any of its Subsidiaries in a material manner;amendments thereto have been made available to Parent. (iiid) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness Section 3.18(d) of the Company or any Disclosure Schedule sets forth a true, complete and correct list of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to all Contracts providing for the formation, creation, operation, management or control lease of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity telecommunication tower or similar obligations, that could reasonably be expected to result in payments after the date hereof structure by the Company or any of its Subsidiaries Subsidiaries, including a true, accurate and complete description of the tower location, rental fees, term and renewal options contained therein, in excess each case as of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real Propertythe date hereof.

Material Contracts. (a) Except for as set forth on Schedule 4.13(a), other than this Agreement, Agreement and the Company Benefit Plans and agreements filed as exhibits to the Company SEC Ancillary Documents, as of the date of this Agreement, neither the Company nor there are no Contracts to which HUDA is a party or by which any of its Subsidiaries is a party to properties or bound by: assets may be bound, subject or affected, which (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); creates or imposes a Liability greater than $100,000, (ii) involves the engagement of a financial or similar professional advisor in respect of the Transactions, another business combination or any Contract capital raising, in any case that would reasonably be expected to be applicable to the Transactions or would impose post-Closing obligations on Pubco or its Subsidiaries, other than customary confidentiality and indemnification provisions, (Aiii) expressly imposes may not be cancelled by HUDA on less than sixty (60) days’ prior notice without payment of a material penalty or termination fee or (iv) prohibits, prevents, restricts or impairs in any material restriction on the right or ability respect any business practice of the Company HUDA or any of its Subsidiaries to compete with current or future Affiliates, any other person or acquire or dispose acquisition of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company material property by HUDA or any of its Subsidiaries current or future Affiliates, or restricts in a any material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee respect the ability of such indebtedness of the Company HUDA or any of its Subsidiaries current or future Affiliates from engaging in an amount business as currently conducted by it or from competing with any other Person (each, a “HUDA Material Contract”). All HUDA Material Contracts have been made available to the Company other than those that are exhibits to the Signing SEC Reports. (b) With respect to each HUDA Material Contract: (i) the HUDA Material Contract (other than those set forth on Schedule 4.14) was entered into at arms’ length and in excess the ordinary course of $25 million; business; (ii) the HUDA Material Contract is legal, valid, binding and enforceable in all material respects against HUDA and, to the Knowledge of HUDA, the other parties thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability Exceptions); (iii) HUDA is not in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default in any material respect by HUDA, or permit termination or acceleration by the other party, under such HUDA Material Contract; and (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formationKnowledge of HUDA, creation, operation, management no other party to any HUDA Material Contract is in breach or control default in any material respect and no event has occurred that with the passage of any joint venture, partnership time or limited liability company, giving of notice or both would constitute such a breach or default by such other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligationsparty, or remaining indemnity permit termination or similar obligations, that could reasonably be expected to result in payments after the date hereof acceleration by the Company or HUDA under any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real PropertyHUDA Material Contract.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans Plans, the Company Real Property Leases, the Company Subleases and agreements filed as exhibits to the Company SEC DocumentsDocuments (including those that are filed with the SEC at any time prior to the date hereof and incorporated by reference thereto), as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes with any Top Company Customer or Top Company Vendor pursuant to which material restriction on payments are to be made or received by the right Company or ability any of its Subsidiaries or material obligations of the Company or any of its Subsidiaries will remain outstanding after the date of this Agreement, other than with respect to compete commercial product Warranties on customary terms; (iii) any Contract under which the Company or any of its Subsidiaries has continuing indemnification, earnout or similar obligations to or by any third person which are material to the Company and its Subsidiaries, taken as a whole, other than those entered into on customary terms in connection with any other person the distribution, sale or acquire or dispose license of the securities Company’s products in the Ordinary Course of Business and other than any such Contracts that may be cancelled without liability to the Company or its Subsidiaries upon notice of 90 days or less; (iv) any Contract concerning the acquisition or divestiture of any other person entity or any business (Bor all or substantially all of the assets of any entity or any business), or any investment in, or acquisition or divestiture of any security of, any entity, by the Company or any of its Subsidiaries under which the Company or any of its Subsidiaries has any material continuing obligations; (v) contains an exclusivity any Contract for capital expenditures involving payments of more than $4,000,000 individually or “most favored nation” clause that restricts $8,000,000 in the business aggregate, by or on behalf of the Company or any of its Subsidiaries Subsidiaries, for which reserves have not already been established in a material mannerthe financial statements of the Company and its Subsidiaries; (iiivi) any mortgageContract which is material to the operations of the Company and its Subsidiaries, notetaken as a whole, debenture, indenture, security agreement, guaranty, pledge involving a joint venture or strategic alliance or partnership agreement or other agreement sharing of profits or instrument evidencing losses with any person; (vii) any Contract relating to indebtedness for borrowed money in an amount in excess of $5,000,000 individually; (viii) any Contract with any Top Company Customer or Top Company Vendor containing any, or, to the knowledge of the Company, any guarantee of such indebtedness of other material Contract containing any material, covenants, commitments, or other obligations by the Company or any of its Subsidiaries (A) not to compete with any person in an amount a line of business or activity, (B) not to engage in excess any line of $25 million; business or activity in any geographic location in a line of business, activity or geographic location, (ivC) granting any joint ventureexclusive rights to any third party, partnership (D) including “take or limited liability company agreement pay,” “sole source” or other “requirements” obligations, (E) granting any “most favored pricing” or similar Contract relating terms to any third party, or (F) otherwise prohibiting or limiting the formationright of the Company or its Subsidiaries to sell, creationdistribute or manufacture any products or services or to purchase or otherwise obtain any software, operationcomponents, management parts or control of any joint venturesubassemblies, partnership or limited liability companyin each case, other than any such Contract solely between Contracts (x) that may be cancelled without material liability to the Company or any of its Subsidiaries upon notice of 180 days or less, or (y) which are not material to the Company and its Subsidiaries or among the Company’s Subsidiaries, taken as a whole; (vix) any Contract expressly limiting disclosed or restricting required to be disclosed on Section 3.20(g) of the ability Company Disclosure Letter; (x) any Order or settlement or conciliation agreement entered into since January 1, 2018, other than (A) releases immaterial in nature and amount entered into with former employees or independent contractors of the Company in the Ordinary Course of Business or (B) settlement agreements which would not require the Company to pay consideration in excess of $2,000,000; (xi) any Contract evidencing an outstanding loan, advance or investment by the Company or any of its Subsidiaries to make distributions or declare in, any person (other than the Company or pay dividends any other Subsidiary of the Company) of more than $5,000,000 in respect the aggregate (excluding trade receivables and advances to employees for normally incurred business expenses, each arising in the Ordinary Course of their capital stock, partnership interests, membership interests or other equity interests, as the case may beBusiness); (vixii) each Material Government Contract (excluding any Government Contracts with universities or similar institutions on customary and reasonable terms); and (xiii) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected not described above and pursuant to result in payments after the date hereof by which the Company or any of its Subsidiaries has paid or received payments in excess of $25 million; and5,000,000 in the most recent fiscal year, or is obligated to pay or entitled to receive payments in excess of $5,000,000 in the 12-month period following the date hereof, in each case, other than (A) Contracts solely between the Company and a wholly owned (direct or indirect) Subsidiary of the Company or solely between wholly owned (direct or indirect) Subsidiaries of the Company, (B) Contracts with customers, suppliers, vendors, or third-party service providers entered into in the Ordinary Course of Business on reasonable terms or (C) Government Contracts. Each contract of any of the types referred to in clauses (i) through (xiii) above in existence as of the date of this Agreement is referred to herein as a “Company Material Contract.” (viib) any material lease Except as has not had and would not reasonably be expected to have, individually or sublease with respect to in the aggregate, a Company Leased Real PropertyMaterial Adverse Effect, (i) neither the Company nor any Subsidiary of the Company is in breach of or default under the terms of any Company Material Contract and, to the knowledge of the Company, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract, and (ii) each Company Material Contract is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Remedies Exceptions.

Material Contracts. (a) Except for this Agreement, Section 4.16(a) of the Company Benefit Plans Disclosure Letter sets forth a true and agreements filed as exhibits to the Company SEC Documentscomplete list, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound byof: (i) other than (A) contracts providing for the acquisition, purchase, sale, funding, securitizing, resecuritizing, pledging or divestiture of mortgage backed securities and mortgage loans entered into by the Company or its Subsidiaries in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset); (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (viii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and the Company Manager or any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $250,000 following the Effective Time; and (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the SEC); (iiExchange Act) any Contract that (Anot otherwise described in this Section 4.16(a) expressly imposes any material restriction on the right or ability of with respect to the Company or any Subsidiary of the Company. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized by each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and, to compete with any other person or acquire or dispose the knowledge of the securities of any Company, each other person party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or (B) contains an exclusivity or “most favored nation” clause that restricts in the business of aggregate, a Company Material Adverse Effect, neither the Company or nor any of its Subsidiaries is in a material manner; (iii) breach or default under any mortgageCompany Contract nor, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries in an amount in excess has received written notice of $25 million;any material violation of or material default under any Company Contract. (ivc) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control Except as set forth on Section 4.16(c) of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among Disclosure Letter, to the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stockknowledge, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof each mortgage loan owned by the Company or any Subsidiary of the Company or owned by any securitization vehicle sponsored by the Company or any Subsidiary of the Company is enforceable in accordance with its Subsidiaries terms, subject, as to enforceability, to Creditors’ Rights, except as would not reasonably be expected to have, individually or in excess of $25 million; and (vii) any material lease or sublease with respect to the aggregate, a Company Leased Real PropertyMaterial Adverse Effect.

Material Contracts. (a) Except for this Agreement, as set forth in Section 3.19(a) of the Company Benefit Plans and agreements filed as exhibits to the Company SEC DocumentsDisclosure Schedule, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than any Company Benefit Plan); (ii) any Contract with any of its directors or officers (other than any Company Benefit Plan); (iii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person person, solicit any client or customer, acquire or dispose of the securities of another person, or any other person provision that materially restricts the conduct of any line of business by the Company or its Subsidiaries (or that following the Closing will materially restrict the ability of Parent or its Subsidiaries to engage in any line of business); (iv) any Contract that (A) is expected to result in the payment of more than $5,000,000 by the Company and its Subsidiaries in the fiscal year ending August 30, 2014 or the fiscal year ending in August 2015 and (B) (1) obligates the Company or its Subsidiaries (or following the Closing, Parent or its Subsidiaries) to conduct business with any third party on a preferential or exclusive basis or (2) contains an exclusivity or “most favored nation” clause that restricts the business or similar covenants; (v) any Collective Bargaining Agreement; (vi) any agreement relating to Indebtedness of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in having an outstanding principal amount in excess of $25 million10,000,000; (ivvii) any Contract that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or its Subsidiaries; (viii) any Contract that provides for the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) and with any outstanding obligations as of the date of this Agreement that are material to the Company and its Subsidiaries, taken as a whole; (ix) any material joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (vx) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries (i) to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be, (ii) to make loans to the Company or any of its Subsidiaries or (iii) to grant Liens on the property of the Company or any of its Subsidiaries; (vixi) any acquisition Contract that contains “earn out” obligates the Company or other contingent payment obligationsany of its Subsidiaries to make any loans, advances or capital contributions to, or remaining indemnity investments in excess of $5,000,000 in, any person (other than the Company or similar obligationsany of its Subsidiaries), that could reasonably be expected other than loans and advances to result in payments after the date hereof by employees of the Company or any of its Subsidiaries in excess the ordinary course of $25 million; andbusiness; (viixii) any material lease Contract (A) granting the Company or sublease one of its Subsidiaries any right to use any Intellectual Property (other than commercially available software licenses with respect annual fees of less than $1,000,000, or licenses ancillary to a other agreements concerning third party products or services), (B) permitting any third person to use, enforce or register any Intellectual Property of the Company Leased Real Property.or its Subsidiaries, including any license agreements, coexistence agreements and covenants not to ▇▇▇ (other than non-exclusive licenses to customers and suppliers in the ordinary course of business) or (C) restricting the right of the Company or its Subsidiaries to use or register any Intellectual Property of the Company or its Subsidiaries; (xiii) any Contract (other than Contracts for the acquisition of inventory in the ordinary course of business) that involved the payment of more than $25,000,000 by the Company and its Subsidiaries in the fiscal year ending August 31, 2013 or that is expected to result in the payment of such amount by the Company and its Subsidiaries in the fiscal year ending August 30, 2014; or (xiv) any Contract that involved the receipt of more than $10,000,000 by the Company and its Subsidiaries in the fiscal year ending August 31, 2013 or that is expected to result in the receipt of such amount by the Company and its Subsidiaries in the fiscal year ending August 31, 2014. All contracts of the types referred to in clauses (i) through (xiv) above (whether or not set forth on Section 3.19 of the Company Disclosure Schedule) are referred to herein as

Material Contracts. (a) Except for this AgreementThe Company has made available to Parent (or Parent has otherwise had access to) true, correct and complete copies of each Contract to which the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the date of this Agreement, neither the Company nor or any of its Subsidiaries is a party to or by which the Company, any of its Subsidiaries or any of their respective properties or assets is bound by(other than any of the foregoing between the Company, the Company Subreits and any of their respective wholly owned Subsidiaries or between any wholly owned Subsidiaries of the Company or the Company Subreits), as of the date hereof, that: (i) any is required to be filed by the Company as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K of promulgated under the SEC)Securities Act; (ii) any Contract that relates to (A) expressly imposes any material restriction on the right or ability Indebtedness of the Company or any of its Subsidiaries Subsidiaries, except for Contracts relating to compete with any other person or acquire or dispose less than $30 million of Indebtedness in the securities of any other person aggregate, or (B) contains an exclusivity the sale, securitization or “most favored nation” servicing of loans or loan portfolios of the Company or any of its Subsidiaries; (iii) would materially restrict the ability of Parent or its Subsidiaries (including the Surviving Entity) to compete in any line of business that is material to Parent and its Subsidiaries or in any geographic territory that is material to Parent and its Subsidiaries; (iv) limits, restricts or prohibits the Company or any of its Subsidiaries from entering into or participating in any transaction or arrangement involving the investment in the Company or any of its Subsidiaries by any Person; (v) relates to the acquisition or disposition, directly or indirectly (by merger or otherwise), not yet consummated, of material assets or capital stock or other equity interests of another Person or any Company Real Property; (vi) is a Real Property Lease relating to a Company Facility; (vii) by its terms calls for aggregate payment or receipt by the Company and its Subsidiaries under such Contract of more than $5 million per annum or $15 million over the remaining term of such Contract, other than Real Property Leases and the type of Contracts described in clause (ii) above and other than in the ordinary course of business procurement or sale Contracts for supplies of goods or services or Contracts that restricts may be terminated without penalty upon ninety (90) days advance written notice or Contracts that cover the business procurement or sale of supplies of goods or services; (viii) could result in liability on the part of the Company or any of its Subsidiaries in a material mannerrespect of any purchase price adjustment, earn-out or contingent purchase price obligation; (iiiix) any mortgageis a Contract entered by the Company through its purchase department and that provides for (i) “most favored nation” rights with respect to existing or future Affiliates of the Company, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness (ii) provides for borrowed money “exclusivity” or any guarantee similar requirements in favor of such indebtedness any Person, other than ordinary course of business procurement or sale Contracts for supplies of goods or services or Contracts; or (x) obligates the Company to make any capital commitment or expenditure (including pursuant to any of its Subsidiaries in an amount renovation, construction or development project) in excess of $25 million; (iv) 5 million per annum, excluding any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among payment obligation budgeted for in the Company’s Subsidiaries; (v) any 2018 budget. Each Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries type described in clauses (i) through (x) above is referred to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, herein as the case may be; (vi) any acquisition Contract that contains a “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Leased Real PropertySpecified Contract.”

Material Contracts. (a) Except for this AgreementSchedule 5.16 of the Parent Disclosure Letter, together with the Company Benefit Plans and agreements filed as lists of exhibits to contained in the Company Parent SEC Documents, sets forth a true and complete list, as of the date of this Agreement, neither of each Contract (excluding Employee Benefit Plans) described below in this Section 5.16(a) to which Parent or any Subsidiary of Parent is a party or by which it is bound, in each case as of the Company nor date of this Agreement (such Contracts being referred to herein as the “Parent Material Contracts”): (i) other than Contracts providing for the acquisition, purchase, sale or divestiture of mortgage backed securities and debt securities entered into by Parent or any Subsidiary of Parent in the ordinary course of business, each Contract that involves a pending or contemplated merger, business combination, acquisition, purchase, sale or divestiture that requires Parent or any of its Subsidiaries is to dispose of or acquire assets or properties with a party to or bound by:fair market value in excess of $10,000,000; (iii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of Parent, any Subsidiary of Parent or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each Contract containing any non-compete, exclusivity or similar type of provision that materially restricts the ability of Parent or any of its Subsidiaries to compete in any line of business or with any Person or geographic area; (iv) each material partnership, joint venture, limited liability company or strategic alliance agreement (other than any such agreement solely between or among Parent and its wholly owned Subsidiaries); (v) any Contract that was entered into to settle any material Proceeding and which imposes material ongoing obligations on Parent or any of its Subsidiaries after the Closing; (vi) each Contract between or among Parent or any Subsidiary of Parent, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of Parent) of Parent or any of its Subsidiaries, or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; and (vii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 5.16(a) with respect to Parent or any Subsidiary of the SEC);Parent. (iib) any Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each Parent Material Contract is legal, valid, binding and enforceable in accordance with its terms on Parent and each of its Subsidiaries that (A) expressly imposes any material restriction on is a party thereto and, to the right Knowledge of Parent, each other party thereto, and is in full force and effect, subject, as to enforceability, to the Enforceability Exceptions. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, or would not reasonably be expected, individually or in the aggregate, to prevent, or materially impair, interfere with, hinder or delay the consummation of, or materially adversely affect the ability of Parent to consummate, the Company or Transactions, including the Merger, on a timely basis, and in any event, prior to the End Date: (i) neither Parent nor any of its Subsidiaries is in breach or default under any Parent Material Contract nor, to compete with the Knowledge of Parent, is any other person party to any such Parent Material Contract in breach or acquire default thereunder; (ii) no event has occurred that (without or dispose without notice or lapse of the securities of time, or both) would constitute a violation or breach of, or default under any other person or Parent Material Contract; and (Biii) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or neither Parent nor any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness has received written notice of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control intention of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect counterparty to a Company Leased Real PropertyParent Material Contract to cancel, terminate, materially change the scope of rights under or fail to renew any Parent Material Contract.

Material Contracts. (a) Except for For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which the Company Benefit Plans and agreements filed as exhibits to or any of its Subsidiaries is a party or by which any assets of the Company SEC Documents, or any of its Subsidiaries are bound as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that contains any currently active material covenant by the Company or any of its Subsidiaries (A) expressly imposes to not engage in any material restriction on line of business or to not engage in its business in any geographic location, (B) limiting the right or ability of the Company or any of its Subsidiaries to compete with any other person Person, (C) granting by the Company or acquire its Subsidiaries any exclusive distribution rights or dispose of the securities of any other person exclusive licensing rights to material Company Intellectual Property Rights, or (BD) contains an exclusivity or providing any third parties with “most favored nationnations” clause that restricts rights or rights of first offer or rights of first refusal for any Company Products, in each case other than as would not materially impair or restrict the business ability of the Company or its Subsidiaries (or, after the Closing, Parent and its Subsidiaries) to operate their businesses; (iii) any Contract relating to the disposition or acquisition by the Company or any of its Subsidiaries in of any Person or other business enterprise (whether by merger, sale of stock, sale of assets or otherwise) which has any obligations which have not been satisfied or performed that are or would be material to the Company and its Subsidiaries, taken as a material mannerwhole; (iiiiv) any mortgageContract pursuant to which the Company, noteany of its Subsidiaries, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of other party thereto has material continuing obligations, rights or interests relating to the research, development, clinical trial, distribution, supply, manufacture, marketing or co-promotion of, or collaboration with respect to, any Company Product or product candidate for which the Company or any of its Subsidiaries is currently engaged in an amount in excess research or development, excluding (A) study agreements with clinical trial sites, (B) non-disclosure agreements, (C) Contracts with contractors or vendors providing products or services to the Company or any of $25 millionits Subsidiaries, and (D) customary material transfer Contracts; (ivA) any joint ventureContract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, partnership taken as a whole, other than (x) any such Contracts entered into in the ordinary course of business consistent with past practice (including (1) study agreements with clinical trial sites and (2) Contracts with contractors or limited liability company agreement vendors providing products or services to the Company or any of its Subsidiaries), or (y) any Contracts the disclosure of which is required by another subsection of this Section 4.12(a) or (B) any guaranty, other similar than any guaranties among the Company and its wholly owned Subsidiaries; (vi) any Contract relating that relates to the formation, creation, operation, management or control of any joint venture, legal partnership or limited liability company, other than any such Contract solely between joint venture entity pursuant to which the Company and its Subsidiaries has an obligation (contingent or among otherwise) to make a material investment in or material extension of credit to any Person, or in which the Company’s SubsidiariesCompany owns more than a ten percent (10%) voting or economic interest, in each case with a carrying value on the Company Balance Sheet in excess of $1,000,000; (vvii) any Contract expressly limiting that involves or restricting relates to indebtedness for borrowed money or the ability deferred purchase of property having an outstanding principal amount in excess of $1,000,000 (whether incurred, assumed, guaranteed or secured by any asset); (viii) any Lease of Leased Real Property and any Contract for the purchase, sale, or future lease, sublease, license, sublicense or other use of real property; (ix) any Contract that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to make distributions purchase or declare sell, as applicable, any equity interests of any Person or pay dividends in respect assets that have a fair market value or purchase price of their capital stockat least $1,000,000; (x) any Contract for the purchase of materials, partnership interestssupplies, membership interests goods, services, equipment or other equity interestsassets that is not terminable without material penalty on 90 days written notice by the Company or its Subsidiaries which provides for or is reasonably likely to require either (A) annual payments by the Company and its Subsidiaries of $1,000,000 or more or (B) aggregate payments by the Company and its Subsidiaries of $1,000,000 or more; and any Contracts the disclosure of which is required by another subsection of this Section 4.12(a) (it being understood that for purposes of calculating the amount of any such payments with respect to any master services agreements, only payments under currently active purchase orders shall be included in such calculation); (xi) any Company IP Contracts; and (xii) any Contract, or group of Contracts with a Person (or group of affiliated Persons), the termination or breach of which would have a Company Material Adverse Effect and is not disclosed pursuant to clauses (i) through (xi) above. (b) Section 4.12(b) of the Company Disclosure Letter contains a complete and accurate list of all Material Contracts to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. True and complete copies of all such Material Contracts (including all exhibits and schedules thereto, but excluding any purchase orders issued under master service agreements) have been (i) publicly filed with the SEC or (ii) made available to Parent. (c) Each Material Contract is valid and binding on the Company (and/or each such Subsidiary of the Company party thereto) and, to the Knowledge of the Company, each other party thereto, and is in full force and effect, enforceable against the Company or each such Subsidiary of the Company party thereto, as the case may be; (vi) , in accordance with its terms, subject to the Enforceability Limitations, and neither the Company nor any acquisition Contract of its Subsidiaries that contains “earn out” or is a party thereto, nor, to the Knowledge of the Company, any other contingent payment obligationsparty thereto, is in breach of, or remaining indemnity default under, any such Material Contract, and no event has occurred that with notice or similar obligations, that could reasonably be expected to result in payments after the date hereof lapse of time or both would constitute such a breach or default thereunder by the Company or any of its Subsidiaries Subsidiaries, or, to the Knowledge of the Company, any other party thereto, except for such failures to be in excess of $25 million; and (vii) any material lease full force and effect and such breaches and defaults that would not have, individually or sublease with respect to in the aggregate, a Company Leased Real PropertyMaterial Adverse Effect. As of the date of this Agreement, the Company has not received notice from any other party to any Material Contract that such third party intends to terminate any Material Contract.

Material Contracts. (a) Except for this AgreementAll Contracts, including amendments thereto, required to be filed as an exhibit to any report of the Company Benefit Plans and agreements filed as exhibits pursuant to the Company SEC Documents, as Exchange Act of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined type described in Item 601(b)(10) of Regulation S-K promulgated by the SEC have been filed, and no such Contract has been amended or modified, except as set forth in Section 4.16(a) of the SECCompany Disclosure Letter. All such filed Contracts (excluding any redacted portions thereof) shall be deemed to have been made available to the Parent. (b) Other than the Contracts set forth in clause (a) above which were filed in an unredacted form, Section 4.16(b) of the Company Disclosure Letter sets forth a correct and complete list, and the Company has made available to the Parent correct and complete copies (including all material amendments, modifications, extensions or renewals with respect thereto, but excluding all names, terms and conditions that have been redacted in compliance with applicable Laws governing the sharing of information), of any Contract to which the Company, any of the Company Subsidiaries or Company Joint Ventures is a party to or bound by whether or not terminated: (i) that is any non-competition Contract or other Contract that (w) purports to limit in any material respect either the type of business in which the Company, the Company Subsidiaries or Joint Ventures (or, after the Effective Time, Parent or its Subsidiaries) or any of their Affiliates may engage or the manner or geographic area in which any of them may so engage in any business, except for franchise agreements containing customary provisions between the Company or one of the Company Subsidiaries or Joint Ventures and the applicable jurisdictions, (x) would require the disposition of any material assets or line of business of the Company, the Company Subsidiaries or Joint Ventures (or, after the Effective Time, Parent or its Subsidiaries) or any of their Affiliates as a result of the consummation of the transactions contemplated by this Agreement, (y) is a material Contract that grants “most favored nation” status that, following the Merger, would apply to the Parent and its Subsidiaries, including the Company, the Company Subsidiaries and Company Joint Ventures or (z) prohibits or limits, in any material respect, the right of the Company, any of the Company Subsidiaries or Company Joint Ventures to make, sell or distribute any products or services or use, transfer, license, distribute or enforce any of their respective Intellectual Property (as defined in Section 4.17(a)) rights; (ii) under which the Company, any Contract that Company Subsidiary or Company Joint Venture has created, incurred, assumed or guaranteed (Aor may create, incur, assume or guarantee) expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; 10 million (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any except for such Contract solely indebtedness between the Company and its Subsidiaries or among between such Subsidiaries or guaranties by the Company’s Subsidiaries; (v) Company of indebtedness of the Company and of its Subsidiaries or by any Contract expressly limiting or restricting the ability Company Subsidiary of indebtedness of the Company or any of another Subsidiary); or (iii) that, whether before or after the Effective Time would bind, or be applicable to the conduct of, Parent or its Subsidiaries (other than the Company or its Subsidiaries) in any materially adverse respect. The Contracts described in clauses (a) and (b) together with all exhibits and schedules to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interestssuch Contracts, as amended through the case may be;date hereof, are referred to herein as “Material Contracts”. (vic) A true and correct copy of each Material Contract has previously been made available to the Parent and each such Contract is a valid and binding agreement of all parties thereto, and is in full force and effect, and none of the Company, the Company Subsidiaries or Company Joint Ventures nor, to the knowledge of the Company, any acquisition Contract that contains “earn out” other party thereto is in default or other contingent payment obligationsbreach in any respect under the terms of any such agreement, contract, plan, lease, arrangement or remaining indemnity commitment, except for such default or similar obligationsbreach as would not, that could individually or in the aggregate, reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to have a Company Leased Real PropertyMaterial Adverse Effect.

Material Contracts. (a) Except for this Agreement, Schedule 4.19 of the Company Benefit Plans and agreements filed as Disclosure Letter, together with the lists of exhibits to contained in the Company SEC Documents, sets forth a true and complete list, as of the date of this Agreement, neither of each of the following agreements to which or by which the Company nor or any Subsidiary of its Subsidiaries the Company is a party or to which their respective properties or assets is otherwise bound by:(but excluding any Company Benefit Plan, except as expressly contemplated by Section 4.19(a)(i) below): (i) any each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the SECExchange Act); (ii) any Contract that (A) expressly imposes any material restriction on the right each agreement or ability Organizational Document of the Company or any of its Subsidiaries to compete with any other person that would, on or acquire after the Closing Date, prohibit or dispose restrict the ability of the securities Surviving Corporation (or the Surviving Company) or any of its Subsidiaries to declare and pay dividends or distributions with respect to their capital stock, pay any Indebtedness for borrowed money, obligations or liabilities from time to time owed to Parent or any of its Subsidiaries (including the Surviving Corporation (or the Surviving Company) and its Subsidiaries), make loans or advances to Parent or any of its Subsidiaries (including the Surviving Corporation (or the Surviving Company) and its Subsidiaries), or transfer any of its properties or assets to Parent or any of its Subsidiaries (including the Surviving Corporation (or the Surviving Company) and its Subsidiaries); (iii) each contract that provides for the acquisition, disposition, license, use, distribution or outsourcing of assets, services, rights or properties (other person than Oil and Gas Properties) with respect to which the Company reasonably expects that the Company and its Subsidiaries will make annual payments in excess of $2,000,000 or aggregate payments in excess of $8,000,000; (iv) each contract that creates, evidences, secures, guarantees or otherwise relates to (A) Indebtedness for borrowed money in any amount in excess of $2,000,000 or (B) contains an exclusivity or “most favored nation” clause that restricts the business other Indebtedness of the Company or any of its Subsidiaries in a material manner; (iiiwhether incurred, assumed, guaranteed or secured by any asset) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $25 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company2,000,000, other than any such Contract agreements solely between or among the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) each contract for lease of personal property or real property (excluding Oil and Gas Leases) involving annual payments in excess of $2,000,000 or aggregate payments in excess of $8,000,000 that are not terminable without penalty or other liability to the Company (other than any Contract expressly limiting ongoing obligation pursuant to such contract that is not caused by any such termination) within 60 days, other than contracts related to drilling rigs; (vi) each contract containing any area of mutual interest, joint bidding area, joint acquisition area, or restricting non-compete or similar type of provision that, following the Effective Time, by virtue of Parent becoming an Affiliate of the Company as a result of the Transactions, would by its terms (A) materially restrict the ability of Parent or any of its Subsidiaries (including the Company and its Subsidiaries following the Closing) to (x) compete in any line of business or geographic area or with any Person during any period of time after the Effective Time or (y) make, sell or distribute any products or services, or use, transfer or distribute, or enforce any of their rights with respect to, any of their material assets or properties or (B) could require the disposition of any material assets or line of business of Parent or any of its Subsidiaries (including the Company and its Subsidiaries following the Effective Time); (vii) each contract involving the pending acquisition or sale of (or option to purchase or sell) any material amount of the assets or properties of the Company or its Subsidiaries, taken as a whole, other than contracts involving the acquisition or sale of (or option to purchase or sell) Hydrocarbons in the ordinary course of business; (viii) each contract for any Derivative Transaction (including, for the avoidance of doubt, a listing of each confirmation number with respect thereto); (ix) each partnership, joint venture or limited liability company agreement, other than any customary joint operating agreements, unit agreements or participation agreements affecting the Company Oil and Gas Properties; (x) each joint development agreement, exploration agreement, participation, farmout, farmin or program agreement or similar contract requiring the Company or any of its Subsidiaries to make distributions annual expenditures in excess of $2,000,000 or declare or pay dividends aggregate payments in respect excess of their capital stock$8,000,000 during the twelve (12)-month period following the date of this Agreement, partnership interests, membership interests or other equity interests, as the case may bethan customary joint operating agreements and continuous development obligations under Oil and Gas Leases; (vixi) any contract that (A) provides for the sale by the Company or any of its Subsidiaries of Hydrocarbons (1) in excess of 5,000 barrels of oil equivalent of Hydrocarbons per day over a period of one month (calculated on a yearly average basis) or (2) for a term greater than 10 years and (B) has a remaining term of greater than 60 days and does not allow the Company or such Subsidiary to terminate it without penalty to the Company or such Subsidiary within 60 days; (xii) each agreement that contains any “most favored nation” or most favored customer provision, call or put option, preferential right or rights of first or last offer, negotiation or refusal, in each case other than those contained in (A) any agreement in which such provision is solely for the benefit of the Company or any of its Subsidiaries, (B) customary royalty pricing provisions in Oil and Gas Leases, or (C) customary preferential rights in joint operating agreements, unit agreements or participation agreements affecting the business or the Company Oil and Gas Properties, to which the Company or any of its Subsidiaries or any of their respective Affiliates is subject, and, in each case, is material to the business of the Company and its Subsidiaries, taken as a whole; (xiii) any contract or agreement that would be required to be disclosed in a Company SEC Document between the Company or any of its Subsidiaries, on the one hand, and (x) any of their respective current or former officers or directors, (y) any beneficial owner of five percent (5%) or more of the outstanding shares of Company Common Stock or (z) any Affiliate, “associate” or member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the Persons described in the foregoing clauses (x) or (y), on the other hand; (xiv) any contract that creates future payment obligations (including settlement agreements) of the Company or any of its Subsidiaries outside the ordinary course of business, in each case, involving annual payments in excess of $2,500,000 or aggregate payments in excess of $10,000,000, or creates or would create an Encumbrance on any material asset or property of the Company or its Subsidiaries (other than Permitted Encumbrances); (xv) any contract (other than Oil and Gas Leases) pursuant to which the Company or any of its Subsidiaries has paid amounts associated with any Production Burden in excess of $2,500,000 during the immediately preceding fiscal year or with respect to which the Company reasonably expects that it will make payments associated with any Production Burden in any of the next three succeeding fiscal years that could, based on current projections, exceed $2,500,000 annually or $10,000,000 in the aggregate; and (xvi) any acquisition Contract contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations (other than asset retirement obligations, plugging and abandonment obligations and other reserves of the Company set forth in the Company Reserve Report), that could would reasonably be expected to result in annual payments in excess of $2,500,000 or aggregate payments in excess of $10,000,000 after the date hereof hereof. (b) Collectively, the contracts set forth in Section 4.19(a) (including all amendments, amendments and restatements, modifications or supplements thereto (whether or not material)) are herein referred to as the “Company Contracts.” A true and complete copy of each Company Contract has been made available to Parent. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder 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 its Subsidiaries, or, to the knowledge of the Company, any other party thereto. There are no disputes pending or threatened in writing (or, to the knowledge of the Company, threatened orally) with respect to any Company Contract and neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to any Company Contract to terminate for default, convenience or otherwise any Company Contract, nor to the knowledge of the Company, is any such party threatening to do so, in excess of $25 million; and (vii) any material lease each case except as has not had or sublease with respect would not reasonably be expected to have, individually or in the aggregate, a Company Leased Real PropertyMaterial Adverse Effect.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as As of the date of this Agreementhereof, neither the Company nor there are no Contracts to which it or any of its Subsidiaries is a party to or bound by: (other than Reinsurance Contracts, Real Property Leases and Benefit Plans): (i) that are required to be described in, or filed as an exhibit to, any “material contract” (of its SEC Reports that are not so described or filed as such term is defined in Item 601(b)(10) of Regulation S-K of required by the SEC); Securities Act or the Exchange Act; (ii) that contain any Contract that (A) expressly imposes any material restriction on provisions restricting the right or ability of it or any of its Subsidiaries, or which, following the Company consummation of the Merger, would restrict the ability of PRE or any of its Subsidiaries or any of their successors, including the Surviving Company and its Subsidiaries, to compete or transact in any business or with any other person Person or acquire in any geographic area or dispose grants a right of the securities exclusivity to any Person; (iii) pursuant to which any indebtedness of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company it or any of its Subsidiaries is outstanding or may be incurred in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge excess of $50 million or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company pursuant to which it or any of its Subsidiaries guarantees any indebtedness of any other Person (other than it or any of its Subsidiaries) (except for trade payables arising in an amount in excess the ordinary course of $25 million; business); (iv) involving any material partnership, joint venture, partnership or limited liability company agreement venture or other similar Contract arrangement with any other Person (other than it or any of its Subsidiaries), relating to the formation, creation, operation, management or control of any such partnership or joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; ; (v) any Contract expressly limiting that involves or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in involve aggregate payments after the date hereof or receipts by the Company or any of to it and/or its Subsidiaries in excess of $25 million5 million in any twelve-month period, other than: (A) Contracts that can be terminated by it or any of its Subsidiaries on less than 90 days’ notice without payment by it or any of its Subsidiaries of any penalty, or (B) Assumed Reinsurance Contracts; and (vi) that have been entered into since January 1, 2012 or otherwise provide for material ongoing obligations of it or any of its Subsidiaries and involve the acquisition from another Person or disposition to another Person of capital stock or other equity interests of another Person or of a business (excluding, for the avoidance of doubt, acquisitions or dispositions of Investment Assets, and immaterial tangible assets in the ordinary course of business); (vii) that outsources any material lease function or sublease part of its business or that of any Subsidiary or Subsidiaries; (viii) that prohibits or restricts the payment of dividends or distributions in respect of its shares or capital stock or those of any of its Subsidiaries, prohibits the pledging of the shares or capital stock of it or any of its Subsidiaries or prohibits or restricts the issuance of any guarantee by it or any of its Subsidiaries; (ix) that restricts its ability to incur indebtedness or guarantee the indebtedness of others; (x) in its case (and not in the case of any of its Subsidiaries) that are guarantees, including of obligations, suretyship contracts, performance bonds or other form of guaranty agreement or capital maintenance agreements or any keep w▇▇▇▇; or (xi) Contracts or agreements that contain a put, call or similar right pursuant to which it or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets that have a fair market value or purchase price of more than $50 million (each such Contract described in clauses ‎(i)-‎(xi), other than any Reinsurance Contract, Real Property Lease or Benefit Plan, a “Material Contract”). (i) Each Material Contract is a legal, valid and binding agreement of it and its Subsidiaries to the extent such Person is a party thereto and, to its Knowledge, each other party thereto is in compliance in all material respects with respect its terms and is in full force and effect, except where the failure to be valid, binding or in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Company Leased Real PropertyMaterial Adverse Effect, (ii) it and each of its Subsidiaries and, to its Knowledge, each other party thereto, has performed all obligations required to be performed by such Person under such Material Contract, except where such noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) neither it nor any of its Subsidiaries 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 default on the part of it or any of its Subsidiaries under any Material Contract, except where such default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iv) there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute a default on the part of any counterparty under such Material Contract, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) ‎Section 3.17(c) of the PRE Disclosure Letter contains a true and correct list, as of the date of this Agreement, of each Material Contract entered into by it or any of its Subsidiaries.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as As of the date hereof, except as set forth in Section 3.13 of this Agreementthe Diageo Disclosure Schedule, neither none of the Company nor any of its Subsidiaries Business Entities is a party to or bound by: by any (ia) any “material contract” (as such term is defined in Item 601(b)(10) employment or consulting agreement with an individual requiring payments of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount base compensation in excess of $25 million; 250,000 per year; (ivb) any distributor agreement which is not terminable on one year's (or less) notice; (c) material joint venture, partnership venture or limited liability company agreement similar contract or agreement; (d) contract which is terminable by the other similar Contract relating to the formation, creation, operation, management party or parties thereto upon a change of control of any joint venture, partnership or limited liability companyof the Business Entities, other than any such Contract solely between contracts the Company and its Subsidiaries termination of which would not, individually or among in the Company’s Subsidiaries; (v) any Contract expressly limiting aggregate, have or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after have a Pillsbury Material Adverse Effect; (e) contract or agreement that materially limits or purports to materially limit the date hereof by ability of any of the Company Business Entities or any Affiliates of its Subsidiaries a Business Entity to compete in any material line of business or in any material geographic area; (f) any material contract or agreement between or among one or more Business Entities on the one hand and Diageo or any Continuing Affiliate or any officer or director of any of the Business Entities on the other hand; or (g) other contract, agreement or arrangement, entered into other than in the ordinary course of business, involving an estimated total future payment or payments in excess of $25 million; and (vii) any material lease or sublease with 1,000,000. The contracts required to be so listed are referred to herein as "Business Material Contracts." With respect to all Business Material Contracts, (i) none of the Business Entities, Diageo or any Continuing Affiliate, nor, to Diageo's or Pillsbury's knowledge, any other party to any such Business Material Contract is in breach thereof or default thereunder, and (ii) there does not exist under any provision thereof, any event that, with the giving of notice or the lapse of time or both, would constitute such a Company Leased Real Propertybreach or default, except for such breaches, defaults and events which in the case of clauses (i) and (ii) would not, individually or in the aggregate, have or reasonably be expected to have a Pillsbury Material Adverse Effect. Diageo and Pillsbury have made available to General Mills true and correct copies of all Business Material Contracts.

Material Contracts. (a) Except for this Agreement, Section 4.20 of the Company Benefit Plans Parent Disclosure Letter contains a complete and agreements filed as exhibits to the Company SEC Documentscorrect list, as of the date of this Agreement, neither the Company nor of each Contract described below in this Section 4.20(a) under which Parent or any Parent Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of its Subsidiaries their respective properties or assets is a party subject, in each case as of the date of this Agreement (all Contracts of the type described in this Section 4.20(a) being referred to or bound by:herein as the “Parent Material Contracts”): (i) any “material contract” (as such term Any customer or client Contract that involves or that is defined reasonably likely to involve consideration in Item 601(b)(10) fiscal year 2015 in excess of Regulation S-K of the SEC)$2,000,000; (ii) any partnership, joint venture, strategic alliance or collaboration Contract which is material to Parent and its Subsidiaries, taken as a whole; (iii) any Contract that (A) expressly imposes any material restriction on purports to materially limit either the right type of business in which Parent or ability of its Subsidiaries (or, after the Effective Time, the Company or its Subsidiaries) or any of its Subsidiaries to compete with their respective affiliates may engage or geographic area in which any other person or acquire or dispose of the securities of them may so engage in any other person business or (B) contains an exclusivity would require the disposition of any material assets or “most favored nation” clause that restricts the line of business of Parent or its Subsidiaries (or, after the Effective Time, the Company or its Subsidiaries) or any of its Subsidiaries in their respective affiliates as a material mannerresult of the consummation of the Transactions; (iiiiv) any mortgageeach acquisition or divestiture Contract or licensing agreement that contains representations, notecovenants, debenture, indenture, security agreement, guaranty, pledge indemnities or other agreement obligations (including “earn-out” or instrument evidencing indebtedness other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $2,000,000 in the twelve (12) month period following the date hereof; (v) each Contract relating to outstanding Indebtedness of Parent or its Subsidiaries for borrowed money or any guarantee of such indebtedness of the Company financial guaranty thereof (whether incurred, assumed, guaranteed or secured by any of its Subsidiaries asset) in an amount in excess of $25 million; 2,000,000 other than (ivA) Contracts solely among Parent and any wholly-owned Parent Subsidiary or a guarantee by Parent or a Parent Subsidiary of a Parent Subsidiary, (B) financial guarantees entered into in the ordinary course of business consistent with past practice not exceeding $2,000,000, individually or in the aggregate (other than surety or performance bonds, letters of credit or similar agreements entered into in the ordinary course of business consistent with past practice in each case to the extent not drawn upon), and (C) any joint venture, partnership or limited liability company agreement or other similar Contract Contracts relating to Indebtedness explicitly included in the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between consolidated financial statements in the Company and its Subsidiaries or among the Company’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may beParent Filings; (vi) each Contract between Parent, on the one hand, and any acquisition officer, director or affiliate (other than a wholly-owned Parent Subsidiary) of Parent or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which Parent has an obligation to indemnify such officer, director, affiliate or family member; (vii) any Contract (excluding licenses for commercially available off the shelf computer software that are generally available on standard terms for fees of no more than $100,000 annually or in the aggregate) under which Parent or any Parent Subsidiary is granted any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property rights of a third party, which Contract is material to Parent and the Parent Subsidiaries, taken as a whole; (viii) any Contract (excluding licenses for commercially available off the shelf computer software that are generally available on standard terms for fees of no more than $100,000 annually or in the aggregate) under which Parent or any Parent Subsidiary has granted to a third party any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property rights (including any development thereof), which Contract is material to Parent and the Parent Subsidiaries, taken as a whole; (ix) any shareholders, investors rights, registration rights or similar agreement or arrangement of Parent or any of its Subsidiaries; (x) any Contract that contains “earn out” relates to any swap, forward, futures, or other contingent payment obligations, similar derivative transaction with a notional value in excess of $2,000,000; (xi) any material collective bargaining agreement or remaining indemnity other material Contract with any labor union; (xii) any Contract involving the settlement of any action or similar obligations, that could reasonably be expected to result in threatened action (or series of related actions) which will (A) involve payments after the date hereof by the Company or any of its Subsidiaries consideration in excess of $25 million2,000,000 or (B) impose material monitoring or reporting obligations to any other Person outside the ordinary course of business; and (viixiii) any Contract not otherwise described in any other subsection of this Section 4.20(a) that would be required to be filed on SEDAR by the Company as a “material lease contract” under NI 51-102. (b) Neither Parent nor any Parent Subsidiary is in breach of or sublease with respect default under the terms of any Parent Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, a Company Leased Real PropertyParent Material Adverse Effect. To the knowledge of Parent, as of the date hereof, no other party to any Parent Material Contract is in breach of or default under the terms of any Parent Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent which is party thereto and, to the knowledge of Parent, of each other party thereto, and is in full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.