Common use of Material Contracts Clause in Contracts

Material Contracts. (a) All Contracts of the types referred to in clauses (i) through (v) below to which Parent, Merger Sub, GP Merger Sub or any of their Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.” (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 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 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedule. (b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that is party thereto and, to the Knowledge of Parent, of each other party thereto, and is in full force and effect, subject to the Equitable Exceptions and (iv) Parent and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Parent Material Contract.

Material Contracts. (a) All Contracts Except for this Agreement, agreements filed as exhibits to the Company SEC Documents or as set forth in Section 3.21 of the types referred to in clauses (i) through (v) below to which ParentCompany Disclosure Schedules, Merger Subas of the date of this Agreement, GP Merger Sub or neither the Company nor any of their its Subsidiaries is a party to or expressly bound by are referred to herein as “Parent Material Contracts.”any Contract (excluding any Company Benefit Plan) that: (i) any would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SECSecurities Act); (ii) is a Company Real Property Lease pursuant to which the Company or any Contract of its Subsidiaries leases real property that is material to the business of the Company and its Subsidiaries, taken as a whole; (Aiii) expressly imposes any material restriction contains restrictions on the right or ability of Parent the Company or any of its Subsidiaries to compete engage in activities competitive with any other Person or acquire to solicit customers or dispose suppliers anywhere in the world, other than restrictions (A) pursuant to limitations on the use by the Company or its Subsidiaries of rail lines set forth in the securities of any other Person agreements conveying those lines or granting rights to operate them, (B) contains an exclusivity that are part of the terms and conditions of any “requirements” or similar agreement under which the Company or any of its Subsidiaries has agreed to procure goods or services exclusively from any Person, or (C) that are not material to the business of the Company and its Subsidiaries, taken as a whole; (iv) grants “most favored nation” clause that restricts status that, following the business of Parent or any of its Subsidiaries in a material manner; (iii) any mortgageMergers, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among would apply to Parent and its wholly owned Subsidiaries, including the Company and its Subsidiaries; (ivv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to provides for the formation, creation, operation, management or control of any joint venture, partnership or limited liability companyother similar arrangement with a third party; (vi) is an indenture, credit agreement, loan agreement, note, or other Contract providing for indebtedness for borrowed money of the Company or any if its Subsidiaries (other than indebtedness among the Company and/or any such Contract solely between Parent and of its Subsidiaries or among Parent’s Subsidiaries; or) in excess of $50 million; (vvii) any is a settlement, conciliation or similar Contract expressly limiting or restricting that would require the ability of Parent Company or any of its Subsidiaries to pay consideration of more than $20 million after the date of this Agreement or that contains material restrictions on the business and operations of the Company or any of its Subsidiaries; (viii) provides for the acquisition or disposition by the Company or any of its Subsidiaries of any business (whether by merger, sale of stock, sale of assets or otherwise), or any real property, that would, in each case, reasonably be expected to result in the receipt or making by the Company or any Subsidiary of the Company of future payments in excess of $25 million; (ix) is an acquisition agreement that contains material “earn-out” or other material contingent payment obligations; (x) obligates the Company or any Subsidiary of the Company to make distributions any future capital investment or capital expenditure outside the Ordinary Course of Business and in excess of $50 million; (xi) provides for the procurement of services or supplies from a Company Top Supplier by the Company or any of its Subsidiaries, or provides for sales to a Company Top Customer by the Company or any of its Subsidiaries; (xii) limits or restricts the ability of the Company or any of its Subsidiaries to declare or pay dividends or make distributions in respect of their Equity Interests. Except for this Agreementcapital stock, partner interests, membership interests or other equity interests; (xiii) other than any sales and marketing Contracts entered into the Contracts filed as exhibits Ordinary Course of Business, is a Contract pursuant to which the Company or any of its Subsidiaries is a party, or is otherwise bound, and the contracting counterparty of which (A) is a Governmental Entity or (B) to the Parent Knowledge of the Company, has entered into such Contract in its capacity as a prime contractor or other subcontractor of any Contract with a Governmental Entity and such Contract imposes upon the Company obligations or other liabilities due to such Governmental Entity; or (xiv) is a Contract pursuant to which (A) the Company or any of its Subsidiaries is granted any license or other right with respect to Intellectual Property of another Person, where such Contract is material to the business of the Company or any of its Subsidiaries (other than non-exclusive licenses for unmodified, commercially available “off-the-shelf” software that have been granted on standardized, generally available terms); or (B) the Company or any of its Subsidiaries grants to another Person any license or other right with respect to any material Company Intellectual Property. Each Contract of the type described in clauses (i) – (xiv) of this Section 3.21(a) is referred to herein as a “Company Material Contract.” (b) True, correct and complete copies of each Company Material Contract have been publicly filed with the SEC Documents as of prior to the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication Agreement or delivery point requirements in such Contract, otherwise made available to Parent. Neither the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedule. (b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent Company nor any Subsidiary of Parent the Company is in breach of or default under the terms of any Parent Company Material ContractContract where such breach or default would reasonably be expected to have, (ii) individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, as of the date of this Agreement, no other party to any Parent Company Material Contract, to the Knowledge of Parent, Contract is in breach of or default under the terms of any Parent Company Material ContractContract where such breach or default would reasonably be expected to have, (iii) individually or in the aggregate, a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date of this Agreement, each Parent Company Material Contract is a valid and binding obligation of Parent the Company or the Subsidiary of Parent the Company that is party thereto and, to the Knowledge of Parentthe Company, of each other party thereto, and is in full force and effect, subject to the Equitable Exceptions and (iv) Parent and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Parent Material ContractEnforceability Exceptions.

Material Contracts. (a) All Contracts Except for contracts listed in Section 4.12(a) of the types referred to in clauses (i) through (v) below to which Parent, Merger Sub, GP Merger Sub Company Disclosure Letter or any of their Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.” (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 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 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent Company SEC Documents Filings, as of the date of this Agreement, neither the Company nor any Company Subsidiary is a party to or bound by any contract that, as of the date hereof: (i) is required to be filed as an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(2), (4), (9) or (10) of Regulation S-K promulgated by the SEC; (ii) obligates the Company or any Company Subsidiary to make non-contingent aggregate annual expenditures (other than principal and/or interest payments or the deposit of other reserves with respect to debt obligations) in excess of $250,000 and is not cancelable within ninety (90) days without material penalty to the Company or any Contract Company Subsidiary, except for any Company Lease or any ground lease affecting any Company Property; (iii) contains any non-compete or exclusivity provisions with respect to any line of business or geographic area that restricts the business of the Company or any Company Subsidiary, or that otherwise restricts the lines of business conducted by the Company or any Company Subsidiary or the geographic area in which the Company or any Company Subsidiary may conduct business; (iv) other than the Company Charter and the Company Bylaws, is an agreement which obligates the Company or any Company Subsidiary to indemnify any past or present directors, officers, trustees, employees and agents of the Company or any Company Subsidiary pursuant to which the Company or any Company Subsidiary is the indemnitor; (v) constitutes an Indebtedness obligation of the Company or any Company Subsidiary with a principal amount as of the date hereof greater than $1,000,000; (vi) would prohibit or materially delay the consummation of the Merger as contemplated by this Agreement; (vii) requires the Company or any Company Subsidiary to dispose of or acquire assets or properties (other than in connection with the expiration of a Company Lease, including without limitation a ground lease affecting a Company Property) with a fair market value in excess of $1,000,000, or involves any pending or contemplated merger, consolidation or similar business combination transaction, except for any Company Lease, including without limitation a ground lease affecting a Company Property; (viii) constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a hedging transaction; (ix) sets forth the operational terms of a joint venture, partnership, limited liability company with a Third Party member or strategic alliance of the Company or any Company Subsidiary; (x) constitutes a Parent Material Contract under loan to any Person (other than a wholly owned Company Subsidiary) by the Company or any Company Subsidiary (other than advances made pursuant to and expressly disclosed in the Company Leases or pursuant to any disbursement agreement, development agreement, or development addendum entered into in connection with a Company Lease with respect to the development, construction, or equipping of Company Properties or the funding of improvements to Company Properties) in an amount in excess of $1,000,000; or (xi) requires the payment of commissions (including leasing commissions or brokerage fees) or tenant improvements costs, allowances, or other concessions, in either case in an amount in excess of $10,000. Each contract (i) listed in Section 4.19(a)(ii4.12(a) of the Company Disclosure Letter or (ii) filed as an exhibit to the Company SEC Filings as of the date hereof, in each case to which the Company or any Company Subsidiary is a party or by which it is bound as of the date hereof is referred to herein as a result of dedication or delivery point requirements in such “Company Material Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedule”. (b) Except as would not haveas, individually or in the aggregate, has not had and would not reasonably be expected to have, a Parent Company Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Company Material Contract is a valid legal, valid, binding and binding obligation of Parent or enforceable on the Company and each Company Subsidiary of Parent that is a party thereto and, to the Knowledge knowledge of Parentthe Company, of each other party thereto, and is in full force and effect, subject except as may be limited by 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). Except as, individually or in the aggregate, have not had and would not reasonably be expected to have, a Company Material Adverse Effect, the Equitable Exceptions and (iv) Parent Company and each of its Subsidiaries Company Subsidiary has performed all obligations required to be performed by it prior to the date hereof under each Parent Company Material Contract and, to the knowledge of the Company, each other party thereto has performed all obligations required to be performed by it under such Company Material Contract prior to the date hereof. None of the Company or any Company Subsidiary, nor, to the knowledge of the Company, any other party thereto, is in material breach or violation of, or default under, any Company Material Contract, and no event has occurred that with notice or lapse of time or both would constitute a violation, breach or default under any Company Material Contract, except where in each case such breach, violation or default is not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received notice of any violation or default under any Company Material Contract, except as set forth in Section 4.12(b) of the Company Disclosure Letter and such violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Material Contracts. (a) All Contracts Except for this Agreement, as of the types referred to in clauses (i) through (v) below to which Parentdate hereof, Merger Sub, GP Merger Sub or neither the Company nor any of their its Subsidiaries is a party to or bound by are referred to herein as any agreement, lease, easement, license, contract, note, mortgage, indenture or other legally binding obligation (“Parent Material Contracts.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 on respect either the right type of business in which the Company or ability of its Subsidiaries (or in which Parent or any of its Subsidiaries to compete with after the Effective Time) may engage or the manner or locations in which any other Person of them may so engage in any business (including through “non-competition” or acquire or dispose of the securities of any other Person or “exclusivity” provisions), (B) contains an exclusivity 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” clause that restricts status with respect to any material obligations that, after the business of Effective Time, would apply to Parent 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent including the Company and its wholly owned Subsidiaries; (iv) (A) is an indenture, loan or credit Contract, loan note, mortgage Contract or other Contract representing, or any joint ventureguarantee of, partnership 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 Company or any of its Subsidiaries; (vii) limits or restricts the ability of the Company or any of its Subsidiaries to declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other equity interests; (viii) is a material partnership, 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 Parent and its Subsidiaries wholly-owned Subsidiary of the Company or among Parent’s Subsidiaries; orwholly-owned Subsidiary of the MLP; (vix) relates to the acquisition or disposition of any Contract expressly limiting business or restricting assets (other than the ability purchase and sale of Parent crude oil and products in the ordinary course of business consistent with past practice) pursuant to which the Company or any of its Subsidiaries has any liability in excess of $100 million in any transaction or series of related transactions; (x) (A) is a material joint operating agreement (JOA) or (B) defines any material area of mutual interest (AMI); or (xi) is a Contract required to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as be set forth on Section 3.21(a)(xi) of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Company Disclosure ScheduleSchedules. (b) Except as would not have, individually or Each such Contract described in the aggregate, a Parent Material Adverse Effect, clauses (i) neither Parent nor any Subsidiary of Parent through (x) above is in breach of or default under the terms of any Parent referred to herein as a “Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent ”. Each Material Contract is a valid and legally binding obligation of Parent or the Subsidiary of Parent that is party thereto Company and its Subsidiaries as applicable and, to the Knowledge knowledge of Parentthe Company, of each other party thereto, and is in full force and effecteffect and enforceable by the Company or the applicable Subsidiary, in each case, subject to Creditors’ Rights, except as would not, individually or in the Equitable Exceptions aggregate, be reasonably likely to have a Company Material Adverse Effect, and (iv) Parent and each neither the Company nor any of its Subsidiaries has performed all obligations required Subsidiaries, nor, to be performed by it the knowledge of the Company, any other party to date under each Parent 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 Material Adverse Effect. A copy of each Material Contract has previously been delivered to Parent.

Material Contracts. (a) All Contracts Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the types referred to in clauses (i) through (v) below to which Parentdate of this Agreement, Merger Sub, GP Merger Sub or neither the Company nor any of their its Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.”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 Parent the Company or any of its Subsidiaries to compete with any other Person person or acquire or dispose of the securities of any other Person person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of Parent 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 for borrowed money of Parent the Company or any of its Subsidiaries in an amount in excess of $25.0 25 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent the Company and its Subsidiaries or among Parentthe Company’s Subsidiaries; or; (v) any Contract expressly limiting or restricting the ability of Parent the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreementcapital stock, partnership interests, membership interests or other equity interests, as the Contracts filed as exhibits 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 the Parent SEC Documents as of result in payments after the date of this Agreement, and hereof by the Company or any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedule. (b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that is party thereto and, to the Knowledge of Parent, of each other party thereto, and is in full force and effect, subject to the Equitable Exceptions and (iv) Parent and each of its Subsidiaries has performed all obligations required in excess of $25 million; and (vii) any material lease or sublease with respect to be performed by it to date under each Parent Material Contracta Company Leased Real Property.

Material Contracts. (a) All Contracts As of the types referred to in clauses (i) through (v) below to which Parentdate hereof, Merger Sub, GP Merger Sub or neither the Company nor any of their its Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.”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 Parent 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 or (B) contains an exclusivity or “most favored nation” clause provision that materially restricts the conduct of any line of business of Parent by 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned 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 a “most favored nation” provision; (vi) any Collective Bargaining Agreement; (vii) any agreement relating to indebtedness of the Company or any of its Subsidiaries having an outstanding principal amount in excess of Two Hundred Thousand Dollars ($200,000); (viii) 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 Parent and its Subsidiaries or among Parent’s Subsidiariescontract; orand (vxi) any Contract expressly contract limiting or restricting the ability of Parent the Company or any of its Subsidiaries Subsidiary (A) to make distributions or declare or pay dividends in respect of their Equity Interestscapital 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; (xii) any contract that obligates the Company or any Subsidiary to make any loans, advances or capital contributions to, or 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 any 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 involved the 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 ($250,000). Except for this Agreement, All contracts of the Contracts filed 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 exhibits a “Company Material Contract.” The Company has made available to the Parent SEC Documents as of prior to the date of this AgreementAgreement a complete and correct copy of each Company Material Contract (including all amendments, modifications, extensions, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(iirenewals thereto and waivers thereunder) as a result in effect on the date of dedication this Agreement (subject to any redaction of information contained therein reasonably deemed necessary or delivery point requirements appropriate by the Company in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Scheduleorder to comply with any applicable antitrust law or any applicable confidentiality provision). (b) Except as would not have, individually or in be material to the aggregate, a Parent Material Adverse EffectCompany and its Subsidiaries, (i) neither Parent the Company nor any Subsidiary of Parent its Subsidiaries is in breach of of, or default under under, any Company Material Contract and, to the terms knowledge of the Company, no other party to any Parent Company Material Contract is in breach of, or default under, any Company Material Contract, (ii) no other party to any Parent Material Contract, to event has occurred that with notice or the Knowledge lapse of Parent, is in time or both would constitute a breach of or default under the terms of any Parent Company Material Contract, (iii) each Parent Company Material Contract is a valid and binding obligation of Parent the Company or the Subsidiary of Parent that is party thereto its Subsidiary, as applicable, and, to the Knowledge knowledge of Parentthe 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, subject to the Equitable Exceptions knowledge of the Company, threatened with respect to any Company Material Contract and (iv) Parent and each neither the Company nor any of its Subsidiaries has performed all obligations required received any written notice of the intention of any other party to a Company Material 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 performed by it material to date under each Parent Material Contractthe Company and its Subsidiaries.

Material Contracts. (a) All Contracts For purposes of this Agreement, a “Material Contract” shall mean the Company Intellectual Property Agreements and all of the types referred following Contracts to and by which the Company or any of its Subsidiaries is a party or is bound: (i) any employment, independent contractor or consulting Contract (in each case, under which the Company has continuing obligations as of the date hereof) with any employee, independent contractor or director of the Company or its Subsidiaries or member of the Company Board other than Contracts with contractors or consultants that can be terminated without material penalty upon notice of ninety (90) days or less or offer letters and employment agreements entered into in the ordinary course of business consistent with past practice with employees, independent contractors or directors who are not officers and are terminable “at will” without the Company or its Subsidiaries incurring any material liability or obligation; (ii) any Contract or plan, including the Company Stock Plans or any stock purchase 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 transactions contemplated hereby 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, except for benefits or value attributable solely to the increase in the value of the Company Common Stock as a result of any of the transactions contemplated by this Agreement; (iii) any Contract providing for indemnification or any guaranty by or on the part of the Company or any its Subsidiaries (in each case, under which the Company or its Subsidiaries has continuing obligations as of the date hereof), other than (A) any guaranty by the Company of any of its Subsidiary’s obligations or (B) any Contract entered into in connection with the development, distribution, resale, sale, license or provision of any services or hardware or software products of the Company or any of its Subsidiaries or in any inbound license or services agreement, in each case, entered into in the ordinary course of business; (iv) any Contract containing any covenant (A) limiting the right of the Company or any of its Subsidiaries to engage in any line of business, to make use of any material technology owned by the Company or any of its Subsidiaries or Company Intellectual Property or to compete with any Person in any line of business, prohibiting the Company or any of its Subsidiaries (or, after the Closing Date, Parent or the Surviving Corporation or any of their respective Subsidiaries) from engaging in business with any Person or levying a fine, charge or other payment for doing so or otherwise prohibiting or limiting the right of the Company or its Subsidiaries to distribute or offer any products or services or to purchase or otherwise obtain any software components, parts or subassemblies; or (B) granting any exclusive rights to a third party, in each case other than any such Contracts that (x) may be cancelled without material liability to the Company or its Subsidiaries upon notice of ninety (90) days or less or (y) are not, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole; (v) any Contract (A) relating to the disposition or acquisition by the Company or any of its Subsidiaries after the date of this Agreement 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; (vi) Contracts, if any, for (A) the top ten (10) distributors for each of the past four (4) complete calendar quarters (as measured by unaudited quarterly bookings identified in the Company’s sales force automation tools), (B) the top fifteen (15) reseller for each of the past four (4) complete calendar quarters (as measured by unaudited quarterly bookings identified in the Company’s sales force automation tools), and (C) the top ten (10) direct customers for the past four (4) complete calendar quarters (as measured by unaudited quarterly bookings identified in the Company’s sales force automation tools), in each case excluding quotes and purchase orders with such distributors, resellers, and customers; (vii) any Contract providing for the development by any third party of any material Company Intellectual Property for or on behalf of the Company or its Subsidiaries, and which may not be canceled without material liability to the Company or its Subsidiaries upon notice of one hundred eighty (180) days or less; (viii) containing any obligation to provide support or maintenance for the Company Products outside of the ordinary course of business consistent with past practice, other than those Contracts obligations that are terminable by the Company or any of its Subsidiaries on no more than ninety (90) days notice without material liability or financial obligation to the Company or its Subsidiaries; (ix) any Contract authorizing another Person to provide support or maintenance to the Company’s customers on behalf of the Company, or any of its Subsidiaries, other than Contracts with distributors or resellers that are obligated to provide such support or maintenance; (x) any Contract with any third party to manufacture or reproduce any Company Products or any Contract to sell or distribute any Company Products, other than Contracts with customers, distributors, resellers or sales representatives entered into in the ordinary course of business; (xi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, other than accounts receivables and payables in the ordinary course of business consistent with past practice; (xii) any settlement Contract, other than (A) releases immaterial in nature or amount entered into with former employees or independent contractors of the Company in the ordinary course of business or (B) settlement agreements for cash only (which has been paid or is reserved for on the Balance Sheet) and does not exceed $200,000 as to such settlement; (xiii) any Contract which 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 of its Subsidiaries; (xiv) any Contract which limits the payment of dividends by the Company or any of its Subsidiaries; (xv) any Contract which relates to a joint venture, partnership, limited liability company agreement, revenue sharing or other similar agreement requiring the sharing of revenues or joint venture; (xvi) any Contract which relates to an acquisition, divestiture, merger or similar transaction and which contains any material obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect; (xvii) any Collective Bargaining Agreement or similar Contract; (xviii) any Contract pursuant to which the Company or any of its Subsidiaries is bound to or has committed to provide any product or service to any third party on a most favored nation (MFN) basis or similar pricing basis; (xix) any Contract entered into directly between the Company or any of its Subsidiaries, on the one hand, and a United States federal Governmental Authority, on the other hand, pursuant to which the Company or any of its Subsidiaries provided or provides any Company Products to such United States federal Governmental Authority, other than sales of Company Products to United States federal Governmental Authorities pursuant to purchase orders without any further written agreement; (xx) any other Contract that provides for payment obligations by the Company or any of its Subsidiaries of $1,000,000 or more in any individual fiscal year that is not terminable by the Company or its Subsidiaries upon notice of ninety (90) days or less without material liability to the Company or its Subsidiary and is not disclosed pursuant to clauses (i) through (vxxi) below to which Parent, Merger Sub, GP Merger Sub or any of their Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.”above; and (ixxi) any other Contract not listed in Section 4.13(a)(i)-(xx) above that would be 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 any material restriction on with respect to the right or ability of 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 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent Company and its wholly owned Subsidiaries; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedule. (b) Except Section 4.13 of the Company Disclosure Schedule contains a complete and accurate list, as would not haveof the date hereof, individually or in the aggregate, a Parent of all Material Adverse Effect, Contracts. (ic) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Each Material Contract is a valid and binding obligation of Parent or on the Company (and/or each such Subsidiary of Parent that is party thereto and, to the Knowledge of Parent, of each other Company party thereto, ) and is in full force and effect, subject to and neither the Equitable Exceptions and (iv) Parent and each 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, any such Material Contract, and no event has performed all obligations required occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any other party thereto, except for such failures to be performed by it to date under each Parent in full force and effect and such breaches and defaults that would not, individually or in the aggregate, have a Material ContractAdverse Effect on the Company.

Material Contracts. (a) All Contracts Except for this Agreement and as set forth on Section 5.17 of such Party’s Disclosure Letter, as of the types referred to in clauses (i) through (v) below to which Parentdate of this Agreement, Merger Sub, GP Merger Sub none of such Party or any of their its Subsidiaries is a party to or bound by are referred any Contract (other than any purchase orders and other than, except in the case of Section 5.17(a)(i) if any lease, sublease, rental or occupancy agreement, license or other Contract that, in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any Real Property or Contract relating to herein as “Parent Material Contracts.”Insurance Policies): (i) any that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of promulgated under the SECExchange Act); (ii) any Contract that materially limits, curtails or restricts or purports to materially limit, curtail or restrict, or, in the case of Parent after the Effective Time, would or would purport to materially limit, curtail, or restrict, either (A) expressly (x) the type of business in which such Party or any of its Subsidiaries or Affiliates may engage, (y) the locations in which any of them may so engage in any business or (z) the vendors or suppliers which such Party or any of its Subsidiaries may engage or use or (B) the ability of such Party or any of its Subsidiaries or Affiliates to hire or solicit for hire for employment any individual or group, except for non-disclosure or confidentiality agreements entered into in connection with potential acquisitions or dispositions; (iii) for any joint venture, partnership or similar arrangement, in each case that is material to such Party and its Subsidiaries, taken as a whole; (iv) (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities of such Party or any of its Subsidiaries (other than any Organizational Documents of such Party or any of its Subsidiaries), (B) providing any Person with any preemptive right, right of participation, right of maintenance, or any similar right with respect to any securities of such Party, or (C) providing such Party or any of its Subsidiaries with any right of first refusal with respect to, or right to repurchase or redeem, any securities of such Party, except for Contracts evidencing Company Equity Awards or Parent Equity Awards; (v) pursuant to which such Party or any of its Subsidiaries has any outstanding “earnout” or other contingent, deferred or fixed payment obligations in excess of $500,000; (vi) that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note or mortgage providing for or guaranteeing Indebtedness of any Person in excess of $5,000,000 or that becomes due and payable upon, or provides a right of termination or acceleration as a result of, the consummation of the Transactions, other than Contracts between or among or for the benefit of such Party and any of its wholly owned Subsidiaries or between or among any such wholly owned Subsidiaries; (vii) that is with any manufacturer, vendor or other supplier with respect to which manufacturer, vendor or other supplier the aggregate annual spend for the year ended December 31, 2022 exceeded $30,000,000 for such Party and its Subsidiaries, taken as a whole, or which manufacturer, vendor or other supplier imposes a minimum purchase order; (viii) relating to any material restriction on currency hedging, interest rate caps, swaps or collars, letters of credit, bank guarantees, and other similar Contracts or arrangements; (ix) is an acquisition agreement, asset purchase agreement, sale agreement, purchase agreement, stock purchase agreement, put agreement, call agreement or other similar agreement pursuant to which (A) such Party or any of its Subsidiaries would reasonably be expected to be obligated to pay total consideration including assumption of debt after the date of this Agreement in excess of $30,000,000, (B) any third party has the right to acquire any assets of such Party or ability any of its Subsidiaries with a fair market value or purchase price of more than $30,000,000, or (C) any third party has the right to acquire any interests in such Party or any of its Subsidiaries, other than, in the case of clauses (A) and (B), sales of goods or services in the Ordinary Course; (x) (A) relating to the employment of, or the performance of services by, any employee, consultant or independent contractor, in each case who is a natural person (other than (1) for employees of Parent or any of its Subsidiaries to compete with who are located in Colombia, any other Person employment agreement that does not materially deviate from the standard form of employment agreement maintained by Parent and its applicable Subsidiaries for such employees and (2) for all consultants or acquire independent contractors of such Party and the applicable Subsidiaries thereof, any consulting or dispose individual contracting agreement that is (x) not material or (y) based on, and does not materially deviate from, the standard form of the securities of any other Person such agreement for such Party and its Subsidiaries); or (B) contains an exclusivity or “most favored nation” clause that restricts the business of Parent pursuant to which such Party or any of its Subsidiaries is or may become obligated to make any severance, termination, or similar payment in excess of $100,000 to any single current or former employee, director, consultant or independent contractor, in each case who is a material manner; natural person; or (iiiC) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of pursuant to which such indebtedness for borrowed money of Parent Party or any of its Subsidiaries in an amount is or may become obligated to make any bonus or similar payment (other than payments constituting base salary) in excess of $25.0 million100,000 to any single current or former employee, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiariesdirector, consultant or independent contractor, in each case who is a natural person, or in excess of $500,000 to any group of current or former employees, directors, consultant or independent contractors, in each case who are natural persons; (ivxi) with any joint venturelabor union; (xii) between such Party and its Subsidiaries, partnership or limited liability company agreement on the one hand, and such Party’s Affiliates (other than Subsidiaries of such Party) or other similar Contract relating Persons, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between Parent and its Subsidiaries or among Parent’s Subsidiaries; orExchange Act; (vxiii) under which any Contract expressly limiting license or other rights are granted or received with respect to such Party’s material Intellectual Property or material IT Assets, excluding non-exclusive licenses (A) entered into in the Ordinary Course or (B) to commercially available software on standard terms and conditions with aggregate annual or upfront payments of less than $5,000,000 individually; (xiv) that provides for any standstill or similar obligations restricting the ability purchase by such Party of Parent securities of a third Person; (xv) with any Governmental Entity; and (xvi) that results in any Person holding a power of attorney from such Party or any of its Subsidiaries that relates to make distributions such Party, any of its Subsidiaries or declare or pay dividends their respective business. Each such Contract described in respect of their Equity Interests. Except for this AgreementSection 5.17(a), the together with all Contracts filed as exhibits to the Parent SEC Documents such Party’s Reports, is referred to herein as a “Material Contract.” (b) A true and complete copy of each Material Contract, and any amendments thereto, of such Party or its Subsidiaries entered into prior to the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, Agreement has been made available to the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedule. (b) other Party. Except as would not haveas, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse EffectEffect on such Party, (i) neither Parent nor any Subsidiary each of Parent the Material Contracts is in breach of binding on such Party or default under its Subsidiaries, as the terms of any Parent Material Contractcase may be, (ii) no other party to any Parent Material Contract, and to the Knowledge of Parentsuch Party, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that is party thereto and, to the Knowledge of Parent, of each other party thereto, in accordance with its terms and subject to the Bankruptcy and Equity Exception, and is in full force and effect, subject and (ii) each of such Party and its Subsidiaries (to the Equitable Exceptions and (ivextent they are party thereto or bound thereby) Parent and and, to the Knowledge of such Party, each of its Subsidiaries other party thereto has performed all obligations required to be performed by it to date under each Parent Material Contract. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on such Party, (A) each of such Party and its Subsidiaries is not (with or without notice, lapse of time or both) in breach or default thereunder and, to the Knowledge of such Party, no other party to any Material Contract is (with or without notice, lapse of time or both) in breach or default thereunder, and (B) neither such Party nor any of its Subsidiaries has received written notice from the other party to any Material Contract of any intention to cancel, terminate, materially change the scope of rights and obligations under or not to renew such Material Contract.

Material Contracts. (a) All Except as set forth on Schedule 4.13(a), other than this Agreement and the Ancillary Documents, there are no Contracts to which HUDA is a party or by which any of the types referred to in clauses its properties or assets may be bound, subject or affected, which (i) through (v) below to which Parentcreates or imposes a Liability greater than $100,000, Merger Sub, GP Merger Sub or any of their Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.” (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (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 Parent HUDA or any of its Subsidiaries to compete current or future Affiliates, any acquisition of material property by HUDA or any of its current or future Affiliates, or restricts in any material respect the ability of HUDA or any of its current or future Affiliates from engaging in business as currently conducted by it or from competing with any other Person or acquire or dispose of (each, a “HUDA Material Contract”). All HUDA Material Contracts have been made available to the securities of any other Person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, Company other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as those that are exhibits to the Parent Signing SEC Documents as of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure ScheduleReports. (b) Except as would not have, individually or in the aggregate, a Parent With respect to each HUDA Material Adverse Effect, Contract: (i) neither Parent nor any Subsidiary the HUDA Material Contract (other than those set forth on Schedule 4.14) was entered into at arms’ length and in the ordinary course of Parent is in breach of or default under the terms of any Parent Material Contract, business; (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent HUDA Material Contract is a valid legal, valid, binding and binding obligation of Parent or the Subsidiary of Parent that is party thereto enforceable in all material respects against HUDA and, to the Knowledge of ParentHUDA, of each the other party parties thereto, and is in full force and effecteffect (except, subject to in each case, as such enforcement may be limited by the Equitable Exceptions 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) Parent to the Knowledge of HUDA, no other party to any HUDA Material Contract is in breach or default in any material respect and each no event has occurred that with the passage of its Subsidiaries has performed all obligations required to be performed time or giving of notice or both would constitute such a breach or default by it to date such other party, or permit termination or acceleration by HUDA under each Parent any HUDA Material Contract.

Material Contracts. (a) All Contracts Section 5.16(a) of the types referred to in clauses (i) through (v) below to which ParentParent Disclosure Letter sets forth a true and complete list, Merger Subas of the date of this Agreement, GP Merger Sub or any of their Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.”of: (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 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 (Aother than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) expressly imposes 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 restriction on 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 right or ability of Parent or any of its Subsidiaries to compete in any line of business or with any other Person or acquire geographic area; (vi) each contract pursuant to which Parent or dispose any Subsidiary of Parent may be obligated to issue or repurchase any Parent Capital Stock or any capital stock or other equity interests in any Subsidiary of Parent; (vii) each partnership, joint venture, limited liability company or strategic alliance agreement to which Parent or 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 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 for borrowed money of Parent or any of its Subsidiaries their respective “associates” or “immediate family” members (as such terms are defined in an amount in excess Rule 12b-2 and Rule 16a-1 of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (ivthe Exchange Act) 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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this AgreementManager, on the Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Scheduleother hand. (b) Collectively, the 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, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid legal, valid, binding and binding obligation enforceable in accordance with its terms on Parent and each of Parent or the Subsidiary of Parent its Subsidiaries that is a party thereto and, to the Knowledge knowledge of Parent, of each other party thereto, and is in full force and effect, subject subject, as to enforceability, to Creditors’ Rights. Except as 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 Equitable Exceptions knowledge of Parent, is any other party to any such Parent Contract in breach or default thereunder. Complete and accurate copies of each Parent Contract in effect as of the date hereof (ivincluding all amendments and modifications) have been furnished to or otherwise made available to the Company. Since January 1, 2022, neither Parent and each nor any of its Subsidiaries has performed all obligations required to be performed by it to date received written notice of any material violation of or material default under each any Parent Material Contract.

Material Contracts. (a) All Contracts As of the types referred to in clauses (i) through (v) below to which Parentdate of this Agreement, Merger Sub, GP Merger Sub or neither the Company nor any of their its Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.”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 Parent the Company or any of its Subsidiaries to compete with any other Person or acquire solicit any client or dispose of customer and, in each case, that following the securities of any other Person or (B) contains an exclusivity or “most favored nation” clause that restricts Closing will materially restrict the business ability of Parent or any of its Subsidiaries in a material manner(other than the Surviving Company and its Subsidiaries) to so compete or solicit; (iii) any mortgageContract with a Major Customer that expressly obligates the Company or its Subsidiaries (or following the Closing, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness for borrowed money of Parent or its Subsidiaries) to conduct business with any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiariesthird party on a preferential or exclusive basis or that contains “most favored nation” 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; (vi) any Contract relating to Indebtedness (other than intercompany Indebtedness owed by the Company or any 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 having an outstanding principal amount in excess of $1,000,000; (vii) 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 Parent the Company and its wholly owned Subsidiaries or among Parentthe Company’s wholly owned Subsidiaries; orand (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 of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity InterestsExchange Act. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as All contracts of the date of this Agreement, and any Contract that constitutes a Parent types referred to in clauses (i) through (xi) above are referred to herein as “Company Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure ScheduleContracts.” (b) Except as would not have, individually or in Neither the aggregate, a Parent Material Adverse Effect, (i) neither Parent Company nor any Subsidiary of Parent the Company is in material breach of or default in any respect under the terms of any Parent Company Material ContractContract and, (ii) to the knowledge of the Company, as of the date hereof, no other party to any Parent Company Material Contract, to the Knowledge of Parent, Contract is in material breach of or default in any respect under the terms of any Parent Company Material Contract, (iii) 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 Parent Company Material Contract (i) is a valid and binding obligation of Parent the Company or the Subsidiary of Parent the Company that is party thereto and, to the Knowledge of Parent, and of each other party thereto, and (ii) is in full force and effect, subject to the Equitable Exceptions Enforceability Exceptions, in each case, except as would not be material to the Company and (iv) Parent 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 each neither the Company nor any of its Subsidiaries has performed all obligations required received any written notice of the intention of any other party to be performed by it a Company Material Contract to date under each Parent 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. (a) All Contracts of Except as set forth in the types referred exhibit index for the Company’s Annual Report on Form 10-K for the year ended September 30, 2005 or as permitted pursuant to in clauses (i) through (v) below to which ParentSection 6.1, Merger Sub, GP Merger Sub or neither the Company nor any of their its Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.” (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 business of the Company and its Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Parent and its Subsidiaries, is or 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, (v) any joint venture or 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 Parent the Company or any of its Subsidiaries to compete with own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (vii) any contract or agreement providing for any payments in excess of $1,000,000 that are conditioned, in whole or in part, on a change of control of the Company or 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 granting any right to 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 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 Person contract or acquire or dispose other agreement not made in the ordinary course of business consistent with past practice that (A) is material to the securities of any other Person 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 an exclusivity or a “most favored nation” clause that restricts the business of Parent or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement term providing preferential pricing or instrument evidencing indebtedness for borrowed money or any guarantee treatment to a third party. Section 4.9(a) of such indebtedness for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents Company Disclosure Schedule sets forth as of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 hereof all of the Parent Disclosure ScheduleCompany Material Contracts. (b) Except as 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 not haveresult 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 Parent Material Adverse Effect, (i) neither Parent Effect on the Company. Neither the Company nor any Subsidiary of Parent is in the Company knows of, or has received written notice of, any breach of or default under (nor, to the terms knowledge of the Company, does there exist any Parent 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 ContractContract 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) no other party to any Parent Material Contractall obligations of such Person evidenced by bonds, to the Knowledge of Parentdebentures, is in breach of or default under the terms of any Parent Material Contractnotes and similar instruments, (iii) each Parent Material Contract is a valid and binding obligation all leases of Parent or the Subsidiary of Parent that is party thereto andsuch Person capitalized in accordance with GAAP, to the Knowledge of Parent, of each other party thereto, and is in full force and effect, subject to the Equitable Exceptions and (iv) Parent and each of its Subsidiaries has performed all obligations required of such Person under sale-and-lease back transactions, agreements to be performed by it to date under each Parent Material Contractrepurchase securities sold and other similar financing transactions.

Material Contracts. (a) All Contracts For all purposes of and under this Agreement, a “Parent Material Contract” shall mean, without duplication, any of the types referred to in clauses (i) through (v) below following to which Parent, Merger Sub, GP Merger Sub Parent or any of their its Subsidiaries is a party to or by which any assets of Parent or any of its Subsidiaries are bound by are referred to herein as “of the date of this Agreement (other than (i) Contracts between or among the Company and one or more Subsidiaries, on the one hand, and Parent Material Contracts.”and one or more Affiliates, on the other hand and (ii) any Parent Benefit Plan): (i) any Contract that would be required to be filed by Parent as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K 4 of the SEC)Instructions to Exhibits of Form 20-F; (ii) any Contract that (or group of related Contracts with the same Person or its Affiliates), other than any Lessor Lease, Lessee Lease and any other lease, license or development, redevelopment, declaration, reciprocal easement or similar agreement or construction Contract or otherwise entered into in the ordinary course of business or any Contract relating to Indebtedness or derivatives, involving (A) expressly imposes any material restriction on the right payment or ability receipt of amounts by Parent or any of its Subsidiaries to compete with any other Person or acquire or dispose of more than $5,000,000 in the securities of any other Person aggregate within the last twelve (12) months or (B) future payments of more than $5,000,000 that are conditioned on, in whole or in part, or required in connection with, the consummation of any of the Transactions; (iii) any Contract relating to Indebtedness in excess of $5,000,000 or mortgaging, pledging or otherwise placing a Lien on any of the assets of Parent or its Subsidiaries with a value in excess of $5,000,000, restricting the payment of dividends or other distributions of assets by any of Parent or its Subsidiaries or providing for the guaranty of Indebtedness of any Person in excess of $5,000,000; (iv) any Contract that contains an exclusivity a put, call, right of first refusal or “most favored nation” clause that restricts the business of similar right pursuant to which Parent or any of its Subsidiaries in a material mannercould be required to purchase or sell, as applicable, any equity interests or assets of any Person; (iiiv) 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its with respect to any wholly owned Subsidiaries; (iv) Subsidiary of Parent, any partnership, limited liability company, joint venture, partnership or limited liability company agreement strategic alliance or other similar Contract agreement or arrangement relating to the formation, creation, operation, management or control of any joint venturepartnership, partnership or limited liability company, joint venture or strategic alliance, in each case, that is material to Parent or any of its Subsidiaries; (vi) except for indemnification, compensation, employment or other than similar arrangements between Parent or any such of its Subsidiaries, on the one hand, and any current or former director or officer thereof, on the other hand, any Contract solely between to which Parent or any of its Subsidiaries is a party that would be required to be disclosed pursuant to Item 7.B of Form 20-F; (vii) any Contract containing a standstill or similar agreement pursuant to which Parent or any of its Subsidiaries’ has ongoing obligations to not acquire assets or securities of any other party and, to the extent not entered into in the ordinary course of business or in connection with any Lessor Lease, Lessee Lease or other lease, license, services, development, redevelopment, construction or other commercial Contract, any Contract under which Parent or any of its Subsidiaries has material ongoing indemnification obligations; (viii) any Contract under which a sale of a majority of the consolidated assets of Parent and its Subsidiaries Subsidiaries, taken as a whole, would require a payment by, result in a breach or among Parent’s constitute a default by, or result in the termination, acceleration or loss of any benefit of, Parent or any of its Subsidiaries; or; (vix) any non-competition Contract expressly limiting or restricting other Contract that (A) limits or purports to limit in any material respect the ability type of business in which Parent or its Subsidiaries (or, after the Merger Effective Time, Company or its Affiliates) may engage, or the manner or locations in which any of them may so engage in any business or (B) prohibits or materially limits the right of Parent or any of its Subsidiaries to make distributions use, transfer, license, distribute or declare or pay dividends in respect enforce any of their Equity Interests. Except for this Agreementrespective Parent Intellectual Property, other than limitations on enforcement arising from nonexclusive licenses of Parent Intellectual Property entered into in the ordinary course of business; (x) any swap, cap, floor, collar, futures contract, forward contract, option and any other derivative financial instrument, contract or arrangement, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, other than (i) Contracts filed as exhibits related to the purchase of raw materials or inventory in the ordinary course of business or (ii) Contracts relating to the hedging of utility expenses; (xi) any Contract pursuant to which Parent SEC Documents as or any of the date its Subsidiaries is a party under which any third Person has granted to Parent or any of this Agreementits Subsidiaries, and or Parent or any of its Subsidiaries has granted to any third Person, any license, covenant or other rights to or under Intellectual Property (other than software license agreements for any third-party off-the-shelf generally commercially available software for no fee or an aggregate license fee of less than $5,000,000 per year); (xii) any Contract that constitutes provides for the acquisition or disposition, directly or indirectly (including by merger, purchase of equity, business combination or otherwise) of any real or personal property for aggregate consideration under such Contract in excess of $5,000,000 that is pending (other than the acquisition or disposition of assets in the ordinary course of business) or pursuant to which Parent or its Subsidiaries have continuing “earn-out” or similar contingent obligations relating to purchase price adjustments; (xiii) any Contract relating to settlement of any administrative or judicial proceedings, in each case, individually in excess of $5,000,000 or which otherwise provides for equitable relief that imposes a material obligation or restrictions on Parent, under which there are outstanding obligations (including settlement agreements) of Parent Material Contract under Section 4.19(a)(iior any of its Subsidiaries; (xiv) as a result any Lessor Lease providing for annual payments to Parent or any of dedication or delivery point requirements its Subsidiaries in such Contract, the Material Contracts are set forth excess of $1,000,000 in Section 4.19 of the Parent Disclosure Scheduleaggregate annual base rent for calendar year 2018 and any Lessee Leases demising more than 10,000 square feet; and (xv) any Collective Bargaining Agreement. (b) True and complete copies of all such Parent Material Contracts as described in Section 4.12(a)(i) (including all exhibits and schedules thereto) have been (i) publicly filed with the SEC and are publicly available as of the date hereof or (ii) made available to the Company. (c) Except as would not have, individually have or result in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of on Parent or the (and/or each such Subsidiary of Parent that is party thereto thereto) and, to the Knowledge of Parent, of each other party thereto, and (ii) each Parent Material Contract is in full force and effecteffect (except for expiration thereof in the ordinary course in accordance with the terms thereof), enforceable against Parent or each such Subsidiary of Parent party thereto, as the case may be, in accordance with its terms, subject to the Equitable Exceptions Enforceability Limitations, and (iviii) neither Parent and each nor any of its Subsidiaries that is a party thereto, nor, to the Knowledge of Parent, any other party thereto, is in breach of, or default under, any such Parent Material Contract, and, to the Knowledge of Parent, no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by Parent or any of its Subsidiaries, 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 its Subsidiaries has performed all obligations required to be performed by it to date received any written notice of termination or cancellation under each any Parent Material ContractContract 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 would not have or result in a Parent Material Adverse Effect.

Material Contracts. (a) All Contracts Except for this Agreement, the Rowan Benefit Plans, agreements with customers for the provision of drilling and related services, agreements filed as exhibits to the Rowan SEC Documents or as set forth on the applicable subsection of Section 3.19(a) of the types referred to in clauses (i) through (v) below to which ParentRowan Disclosure Schedule, Merger Subas of the date hereof, GP Merger Sub or neither Rowan nor any of their its Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.”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 Parent Rowan or any of its Subsidiaries to compete with any other Person person or in any geographic area or acquire or dispose of the securities of any other Person another person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of Parent or any of Rowan and 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 for borrowed money of Parent Rowan or any of its Subsidiaries in an amount in excess of $25.0 50.0 million, other than such indebtedness for borrowed money except any transaction among Parent Rowan and its wholly owned Subsidiaries or among Rowan’s wholly owned Subsidiaries; (iv) any executory Contract that provides for the acquisition or disposition of assets, rights or properties with a value in excess of $50.0 million, except any transaction among Rowan and its wholly owned Subsidiaries or among Rowan’s wholly owned Subsidiaries; (v) 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 material joint venture, partnership or limited liability company, other than any such Contract solely between Parent Rowan and its Subsidiaries or among ParentRowan’s Subsidiaries; or; (vvi) any Contract expressly limiting or restricting the ability of Parent Rowan or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreementcapital stock, partnership interests, membership interests or other equity interests, as the Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, and case may be; (vii) any Contract that constitutes a Parent Material obligates Rowan or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person other than any loan or capital contribution to, or investment in, (A) Rowan or one of its Subsidiaries or (B) any person (other than an officer, director or employee of Rowan or any of its Subsidiaries) that is less than $50.0 million to such person; (viii) any Contract under Section 4.19(a)(ii) as a result that by its terms calls for aggregate payments by or to Rowan or any of dedication or delivery point requirements its Subsidiaries of more than $50.0 million in the aggregate over the remaining term of such Contract, except for (A) Contracts with a customer and (B) any such Contract that may be cancelled by Rowan or any of its Subsidiaries with a penalty or other liability of less than $10.0 million to Rowan or any of its Subsidiaries, upon notice of 60 days or less; (ix) any Contract that involves, or is reasonably expected in the Material Contracts are set forth future to involve, annual revenues of $50.0 million; (x) any Contract providing for drilling unit construction, repair, modification, life extension, overhaul or conversion for an amount in Section 4.19 excess of $50.0 million; (xi) any Contract with a customer with a remaining duration of greater than 180 days, including fixed price customer options; (xii) any Contract that includes any affiliate of Rowan as a counterparty or third party beneficiary and that would be required to be disclosed under Item 404 of Regulation S-K of the Parent Disclosure Schedule.SEC; (bxiii) Except as any 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 Rowan or any of its Subsidiaries in excess of $50.0 million; (xiv) any lease or sublease with respect to a Rowan Leased Real Property with remaining payments in excess of $10.0 million; and (xv) any Contract the loss or breach of which would not have, individually or in the aggregate, reasonably be expected to have a Parent Rowan Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that is party thereto and, to the Knowledge of Parent, of each other party thereto, and is in full force and effect, subject to the Equitable Exceptions and (iv) Parent and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Parent Material Contract.

Material Contracts. (a) All Contracts Except as set forth in Section 4.17 of Parent Disclosure Schedule, as of the types referred to in clauses (i) through (v) below to which Parentdate hereof, Merger Sub, GP Merger Sub or neither Parent nor any of their its Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.” 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 Parent restrict the 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 Parent 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting otherwise restricts the ability of Parent or any of its Subsidiaries to pay dividends or make distributions to its stockholders or declare (iv) provides for the operation or pay dividends in respect management of their Equity Interestsany operating assets of Parent or its Subsidiaries by any person other than Parent or its Subsidiaries. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as Each Contract of the date of type described in this AgreementSection 4.17, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication whether or delivery point requirements in such Contract, the Material Contracts are not set forth in on Section 4.19 4.17 of the Parent Disclosure Schedule. (b) Except Schedule is referred to herein as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any “Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each .” Each Parent Material Contract is a valid and binding obligation of Parent or the its Subsidiary of party thereto enforceable against Parent that is or its Subsidiary party thereto and, to the Knowledge knowledge of Parent, of 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 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) and, is in full force and effect, subject to the Equitable Exceptions and (iv) each of Parent 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 Parent Material Contract and, to the knowledge of Parent, each other party to each Parent Material Contract has performed in all material respects all obligations required to be performed by it under such Parent Material Contract, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. None of Parent or any of its Subsidiaries has knowledge of, or has received written notice of, any violation of or default under (or any condition which with the passage of time or the giving of written notice would cause such a violation of or default under) any Parent Material Contract to which it is a party or 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 Parent Material Adverse Effect or, after giving effect to the Merger, a Parent Material Adverse Effect.

Material Contracts. (a) All Contracts of the types referred to in clauses (i) through (v) below to which Parent, Merger Sub, GP Merger Sub or any of their Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.” (i) any “material contract” (as such term is defined Except for Contracts set forth in Item 601(b)(10Section 3.1(k) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of 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 Parent or any of its Subsidiaries in a material manner; (iii) any mortgageDisclosure Letter, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, neither it nor any of its Subsidiaries, nor any of their respective assets, businesses or operations, is a party to, or is bound or affected by, or receives benefits under, (A) 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 limit the ability of it or any of its Subsidiaries to compete in any line of business or with any Person, or that involve any restriction of the geographic area in which, or method by which, it or any of its Subsidiaries may carry on its business (other than as may be required by Law or any Governmental Authority) or which requires referrals of business or requires it or any of its Affiliates to make available investment opportunities to any Person on a priority, equal or exclusive basis, (C) any Contract with respect to the employment of any directors, executive officers or employees, or with any consultants that are natural Persons involving the 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 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, (E) any Contract that constitutes a Parent Material could reasonably be expected to prohibit, delay or materially impair the consummation of any of the Transactions, (F) any Contract under (or group of Contracts with the same party (or its Affiliates) involving similar transactions) that involves expenditures or receipts by it or any of its Subsidiaries in excess of U.S.$5,000,000 per year not entered into in the ordinary course of business consistent with past practice, (G) any Contract with an Affiliate, (H) any Contract that grants any right of first refusal, right of first offer or similar right with respect to 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 4.19(a)(ii3.1(k)(i): (w) as a result each such Contract is in full force and effect; (x) neither it nor any of dedication its Subsidiaries is in Default thereunder; (y) neither it nor any of its Subsidiaries has repudiated or delivery point requirements in waived any material provision of any such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedule. ; and (b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (iiz) no other party to any Parent Material Contractsuch 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 Knowledge account of Parentone 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 in breach of enforceable against it or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that is party thereto its Subsidiaries and, to its knowledge, the Knowledge 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 Parent, creditors’ rights generally and except that the availability of each other party theretothe 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, subject to the Equitable Exceptions and (iv) Parent and each . Neither it nor any of its Subsidiaries has performed all Subsidiaries, nor to its knowledge, any other party thereto, is in Default of any of its obligations required to be performed by it to date under each Parent Material Contractany such agreement or arrangement.

Material Contracts. (a) All Contracts Except as disclosed in 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 types referred to in clauses (i) through (v) below to which Parentdate of this Agreement, Merger Sub, GP Merger Sub or neither the Company nor any of their its Subsidiaries is a party to or bound 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 “Parent Company Material Contracts.” Contract” (i) any for purposes of clarification, each “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 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 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as of 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 any Contract that constitutes a Parent correct copies of each Company Material Contract under Section 4.19(a)(iiother than those which the Company is entitled to omit from the Company Disclosure Letter pursuant to the proviso to clause (ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedulefirst sentence of this Section 3.12(a). (b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Each Company Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that is party thereto and, to the Knowledge of Parent, of each other party thereto, and is in full force and effect, subject to (ii) the Equitable Exceptions and (iv) Parent Company and each of its Subsidiaries has performed in all respects all obligations required to be performed by it to date under each Parent 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 part of the Company or any of its Subsidiaries under any such Company Material Contract and (iv) to the Knowledge of the Company, no other party to such Company Material Contract is in default in any respect thereunder, except in each case for any invalidity, nonperformance, event, condition or default that, individually or in the aggregate, has not had, and would not be reasonably likely to have, a Material Adverse Effect on the Company.

Material Contracts. (a) All Contracts Except for this Agreement, the Company Benefit Plans, the Company Real Property Leases and as set forth on Section 3.18(a) of the types referred to in clauses (i) through (v) below to which ParentCompany Disclosure Schedule, Merger Sub, GP Merger Sub or neither the Company nor any of their its Subsidiaries is a party to or bound by are referred to herein by, as “Parent Material Contracts.”of the date of this Agreement: (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 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 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (iv) any joint venture, partnership or co-development, partnership, limited liability company agreement or other similar Contract agreement or arrangement relating to the formation, creation, operation, management or control of any joint venture, venture or partnership or limited liability company, other than any such Contract solely between Parent that is material to the business of the Company and its Subsidiaries or among Parent’s Subsidiaries; or, taken as a whole; (vii) any Contract expressly limiting imposing any material restriction on the right or restricting the ability of the Company or any of its Subsidiaries to compete with any other Person or operate in a geographical area that would be binding on Parent or any of its Subsidiaries after the 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 than Permitted Liens (in each case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $5,000,000 (each, a “Company Indebtedness Contract”); (iv) any Contract pursuant to make distributions which the Company or declare any of its Subsidiaries (A) is granted rights in any third-party Intellectual Property (excluding any commercially available, unmodified off-the-shelf software licensed for annual aggregate license fees of less than $250,000) or pay dividends (B) has granted to any Person any licenses or rights under any Company Intellectual Property owned by the Company or any of its Subsidiaries (excluding nonexclusive license grants in respect the ordinary course of their Equity Interests. Except for this Agreementbusiness consistent with past practice); (v) any settlement, the Contracts filed as exhibits conciliation or similar agreement (x) with any Person that would reasonably be expected to be material to the Parent SEC Documents Company and its Subsidiaries taken as a whole or (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $500,000 after the date of this Agreement, and ; (vi) any Contract that constitutes a contains 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 that would be binding on Parent Material or any of its Subsidiaries after the Closing; (vii) any Contract under Section 4.19(a)(iithat (A) as a result relates to the acquisition or disposition, directly or indirectly (by merger or otherwise), of dedication assets or delivery point requirements capital stock or other equity interests of any Person other than the Company or any of its Subsidiaries for aggregate consideration in such Contract, excess of $3,000,000 or pursuant to which the Material Contracts are set forth in Section 4.19 Company or any of its Subsidiaries has continuing material “earn out” or other similar material contingent payment obligations outstanding; or (B) gives any Person the right to acquire any assets of the Parent Disclosure Schedule.Company or its Subsidiaries (or any interests therein) after the date hereof with a total consideration of more than $3,000,000; (bviii) Except as 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 havenot, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a Parent whole); or (xi) any Contract with a Governmental Entity that is material to the Company and 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 Adverse Effect, Contracts.” (ib) neither Parent Neither the Company nor any Subsidiary of Parent the Company is in breach of or default under the terms of any Parent Company Material ContractContract 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, (ii) no other party to any Parent Company Material Contract, to the Knowledge of Parent, Contract is in breach of or default under the terms of any Parent Company Material Contract, (iii) each Parent 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 Parent the Company or the Subsidiary of Parent that the Company which is party thereto and, to the Knowledge knowledge of Parentthe Company, of each other party thereto, and is in full force and effecteffect 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 Equitable Exceptions rules governing the availability of specific performance, injunctive relief or other equitable remedies and (iv) 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 each complete copies of its Subsidiaries has performed all obligations required to be performed by it to date under each Parent Company Material ContractContracts.

Material Contracts. (a) All Except for this Agreement, Section 4.17 of the Company Disclosure Letter contains a complete and correct list, as of the date hereof, of each Contract described below in this Section 4.17(a) under which the Company or any 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 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 types 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) through and (vii) below of Section 4.14(h); (vii) other than in the ordinary course of business consistent with past practice, any Contract to which Parentprovide Source Code for any Company Product to any third Person, Merger Subincluding 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, GP Merger Sub 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 party to or bound by are referred to herein as “Parent Material Contracts.”notional value in excess of $500,000; (ixix) 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); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of 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 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating respect to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure ScheduleCompany. (b) Except True and complete copies of each Material Contract in effect as would not have, individually of the date hereof have been made available to Parent or in publicly filed with the aggregate, a Parent Material Adverse Effect, (i) neither Parent SEC prior to the date hereof. Neither the Company nor any Company Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) 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 Parent Material Contract, to the Knowledge of Parent, Contract is in breach of or default under the terms of any Parent Material ContractContract where such breach or default has had or would reasonably be expected to have, (iii) 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 Parent Material Contract is a valid valid, binding and binding enforceable obligation of Parent the Company or the Company Subsidiary of Parent that which is party thereto and, to the Knowledge of ParentCompany’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Equitable Exceptions 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 Bid”) is the subject of bid or 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 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 Governmental Entity or doing business with any Governmental Entity, (ii) none of the Company or any 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) none of the Company or any Company Subsidiary, to the Company’s Knowledge, is the subject of a finding of non-compliance, nonresponsibility or ineligibility for government contracting, (iv) Parent none of the Company or any Company Subsidiary is for any reason listed on the List of Parties Excluded from Federal Procurement and each Nonprocurement Programs, (v) neither the Company nor any Company Subsidiary, nor any of its Subsidiaries their respective directors, officers, employees or Principals (as defined in Federal Acquisition Regulation 52.209-5), nor to the Company’s Knowledge, any consultants or agents of the Company or any Company Subsidiary, is or has performed all obligations required been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity with respect to be performed by it the award or performance of any Company Government Contract, the subject of any actual or, to date 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 each Parent Material Contractor relating to a Company Government 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) All Contracts Except for this Agreement, as of the types referred to in clauses (i) through (v) below to which Parentdate hereof, Merger Sub, GP Merger Sub none of the Company or any of their the Company Subsidiaries is a party to or bound by are referred (for purposes of this Agreement, each of the following Contracts shall be deemed to herein as constitute a “Parent Company Material Contracts.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 Parent 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 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 terms and conditions (including with respect to pricing) granted by an Acquired Company or (D) restricting or otherwise limiting the business freedom or right of Parent an Acquired Company to sell, distribute or manufacture any products or service or any of its Subsidiaries in a material manner;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 agreementto the Knowledge of the Company, guaranty, pledge any holder of 5% or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee more of such indebtedness for borrowed money of Parent Company Common Stock or any of its Subsidiaries in an amount in excess of $25.0 million, their Affiliates (other than such indebtedness the Company) or immediate family members (other than offer letters for borrowed money among Parent employment that can be terminated at will, without severance obligations, and its wholly owned SubsidiariesContracts pursuant to Company Equity Awards), including any Contract with a related person (as defined in Item 404 of Regulation S-K of the Securities Act) that would, in each 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 Parent and its Subsidiaries or among Parent’s Subsidiaries; orIP 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 Parent business consistent with past practices; (vi) any 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 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 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 to another Person, as a result of a change of control of the Company, including any milestone or earnout payments, or gives another Person the right to receive or elect 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 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 Subsidiaries 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 distributions or declare or pay dividends payments in respect excess of their Equity Interests. Except for this Agreement, $350,000 in the Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, and aggregate in any fiscal year thereafter; and (xx) any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result pursuant to which the Company or any Company Subsidiary received payments in excess of dedication $200,000 in the aggregate in fiscal year 2014 or delivery point requirements is entitled to receive payments in such Contract, excess of $200,000 in the Material Contracts are set forth aggregate in Section 4.19 of the Parent Disclosure Scheduleany fiscal year thereafter. (b) Except as would not have, individually or in Each of the aggregate, a Parent Company Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent Contracts is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of Parent or on the Company and each Company Subsidiary of Parent that is party thereto and, to the Knowledge of Parentthe Company, of each other party thereto, 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 have a material and adverse effect on the 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 terms, subject to bankruptcy, insolvency or similar Laws affecting the Equitable Exceptions enforcement of creditors rights generally and (iv) Parent and each equitable principles of its Subsidiaries general applicability. Since January 1, 2012, the Company has performed all obligations required 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 the aggregate, reasonably likely to be performed by it to date have a Company Material Adverse Effect. The Company has not waived in writing any rights under each Parent any Company Material Contract, the waiver of which would have, either individually or in the aggregate, a Material Adverse Effect.

Material Contracts. (a) All Contracts Section 4.16(a) of the types referred to in clauses Company Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of: (i) through other than (vA) below 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 Parentthe Company or a Subsidiary of the Company is a party that contains representations, Merger Subcovenants, GP Merger Sub 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 bound by are referred to herein as other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Parent Material Hedging Contracts.”); (iv) 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 under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the SEC);Company; and (iixiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries or any Contract that MSR Entity in connection with any MSR Investment, including (A) expressly imposes any material restriction on the right or ability of Parent or any of its Subsidiaries Indebtedness related to compete with any other Person or acquire or dispose of the securities of any other Person or such MSR Investment, (B) contains an exclusivity or purchase agreements for mortgage servicing rights (“most favored nation” clause that restricts the business of Parent or any of its Subsidiaries in MSRs”) underlying a material manner; (iii) any mortgageMSR Investment, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formationextent such MSR Investment is entered into between the Company, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between Parent and its Subsidiaries or among Parent’s Subsidiaries; or any MSR Entity and the applicable MSR purchaser (veach, an “MSR Purchase Agreement”), (C) any Contract expressly limiting agreement for which rights in the MSR Investment are pledged or restricting the ability of Parent which document any costs or any of its Subsidiaries expenses assumed or required to make distributions be paid in connection with a MSR Investment, (D) sale confirmations or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as other agreements of the date relevant parties to substantiate the acquisition of this Agreement, any MSR Investment and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(iirelated MSR Purchase Agreement and (E) as a result any consent or agreement (via acknowledgment agreement, subordination of dedication interest agreement, bifurcation agreement or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Scheduleotherwise) 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 Parent Company Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Company Contract is a valid legal, valid, binding and binding obligation enforceable in accordance with its terms on the Company, each of Parent or the Subsidiary of Parent its Subsidiaries and each MSR Entity, as applicable, that is a party thereto and, to the Knowledge knowledge of Parentthe Company, of each other party thereto, and is in full force and effect, subject subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the Equitable Exceptions and (iv) Parent and each aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity 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. 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 nor, to the knowledge of the Company, any MSR Entity, has performed all obligations required to be performed by it to date received written notice of any material violation of or material default under each Parent Material any Company Contract.

Material Contracts. (a) All Contracts Except for this Agreement and the Separation and Distribution Agreement, Section 4.18(a) of the types referred to in clauses (i) through (v) below Company Disclosure Letter contains an accurate and complete list of the following Contracts to which Parent, Merger Sub, GP Merger Sub the Company or any of their Subsidiaries Company Subsidiary is a party or by which it is bound as of the date hereof (each such Contract, whether or not set forth in such section of the Company Disclosure Letter, together with each Contract required to or bound be listed in Section 4.16(l) of the Company Disclosure Letter and each Contract required to be filed by are referred to herein the Company as “Parent Material Contracts.” (i) any a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), a “Material Contract”): (i) each Contract (A) the terms of which obligate or may in the future obligate the Company or any Company Subsidiary to make any severance, termination or similar payment to any current or former employee or (B) pursuant to which the Company or any Company Subsidiary may be obligated to make any transaction, retention bonus or similar payment to any current or former employee or director; (ii) any each Contract that (A) expressly imposes materially limiting the freedom or right of the Company or any material restriction on Company Subsidiary (or, after the right or ability of Effective Time, Parent or any of its Subsidiaries Affiliates) to engage in any line of business or compete with any other Person or acquire or dispose of the securities of in any other Person or geographic area, (B) contains an exclusivity or containing any “most favored nationnations” clause that restricts the terms and conditions (including with respect to pricing) or exclusivity obligations, (C) granting any right of first refusal, right of first offer, right of negotiation or similar right with respect to any material assets or business of Parent the Company or any Company Subsidiary, or (D) that requires the Company or any Company Subsidiary to purchase a minimum quantity of its Subsidiaries in a material mannergoods or supplies relating to any Company Product; (iii) each Contract that provides for indemnification (or reimbursement or advancement of legal fees or expenses) of any mortgagecurrent or former officer, notedirector or employee of the Company or any Company Subsidiary; (iv) each Lease under which the Company or any Company Subsidiary leases, debenturesubleases or licenses any real property (whether as lessor or lessee); (v) each Contract not otherwise disclosed pursuant to this Section 4.18(a) requiring or otherwise expected to involve (together with all other Contracts with the counterparty thereto) the potential payment by or to the Company and the Company Subsidiaries of more than an aggregate of $2,800,000 in any 12-month period following the date hereof and that is not terminable without penalty or further payment by the Company or any Company Subsidiary on less than 90 days’ notice; (vi) each Contract (A) for the disposition of any material assets or business of the Company or any Company Subsidiary, indenture(B) for the acquisition, security agreementdirectly or indirectly, guarantyof a material portion of the assets or business of any other Person (whether by merger, pledge sale of stock or assets or otherwise) or (C) related to any disposition or acquisition of material assets or business of the Company that contains continuing representations, covenants, indemnities or other agreement obligations (including “earn out” or instrument evidencing other contingent payment obligations); (vii) each Contract for any material joint venture, partnership, strategic alliance, collaboration or similar revenue sharing or partnering arrangement; (viii) each Contract that is material to the Company and the Company Subsidiaries, taken as a whole, and (A) that relates to the research, testing, clinical trial, development, commercialization, manufacture, marketing, importation, exportation, sale, distribution, supply or license of the Company Platform or any Company Product or (B) under which non-clinical or clinical data relating to the Company Platform or any Company Product is or may be generated; (ix) each Contract (other than in respect of trade debt incurred in the ordinary course of business consistent with past practice) related to indebtedness for borrowed money or any guarantee guarantees of such indebtedness for borrowed money any of Parent the foregoing or the granting of Liens (other than Permitted Liens) over the property or assets of the Company or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned SubsidiariesCompany Subsidiary; (ivx) any joint venture, partnership or limited liability company agreement or other similar each Contract relating to under which the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent Company or any of its Subsidiaries Company Subsidiary (A) is required to make distributions any expenditure including a capital commitment, loan or declare or pay dividends in respect capital expenditure, of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as more than an aggregate of $5,000,000 after the date of this AgreementAgreement or (B) has, directly or indirectly, made any loan, extension of credit or capital contribution to, or other investment in, any Person (other than the Company or any Company Subsidiary and any other than investments in marketable securities in the ordinary course of business consistent with past practice); (xi) each Contract that constitutes a Parent Material Contract under Section 4.19(a)(iiinvolving (A) as a result “milestone” or other similar contingent payments, including upon the achievement of dedication regulatory or delivery point requirements in such Contractcommercial milestones, the Material Contracts are set forth in Section 4.19 or (B) payment of royalties or other amounts calculated based upon sales, revenue, income or similar measure of the Parent Disclosure Schedule. (b) Except as would not haveCompany, individually any Company Subsidiary or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that is party thereto and, to the Knowledge of Parent, of each other party thereto, and is in full force and effect, subject to the Equitable Exceptions and (iv) Parent and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Parent Material Contract.Company Product;

Material Contracts. (a) All Contracts Except for this Agreement, Parent’s Benefit Plans and agreements filed as exhibits to Parent SEC Documents, as of the types referred to in clauses (i) through (v) below to which Parentdate of this Agreement, Merger Sub, GP Merger Sub or neither Parent nor any of their its Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.”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 Parent or any of its Subsidiaries to compete with any other Person person or acquire or dispose of the securities of any other Person person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 100 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or; (v) any Contract expressly limiting or restricting the ability of Parent the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interestscapital 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 Parent or any of its Subsidiaries in excess of $100 million; and (vii) any material lease or sublease with respect to a Parent Leased Real Property. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as All contracts of the date of this Agreement, and any Contract that constitutes a types referred to in clauses (i) through (vii) above are referred to herein as “Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure ScheduleContracts.” (b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) 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, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, Contract is in breach of or default under the terms of any Parent Material Contract, (iii) each . Each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that which is party thereto and, to the Knowledge knowledge of Parent, of each other party thereto, and is in full force and effect, subject to the Equitable Exceptions and (iv) Parent and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Parent Material ContractRemedies Exceptions.

Material Contracts. (a) All Contracts Except as set forth in the SEC Reports filed prior to the date of this Agreement, in Schedule 4.15 or otherwise expressly provided in this Agreement, neither the Company nor any of the types referred to in clauses (i) through (v) below to which Parent, Merger Sub, GP Merger Sub or any of their Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.”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 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 (A) expressly imposes any material restriction on involves or is likely to involve future aggregate payments by the right or ability of Parent Company or any of its the Subsidiaries to compete with any other Person or acquire or dispose of the securities of any other Person more than (x) $300,000 or (By) contains an exclusivity or “most favored nation” clause that restricts the business of Parent or $100,000 in any of its Subsidiaries in a material manneryear; (iii) any mortgagecontract or agreement for the sale, notelicense or lease (as lessor) by the Company or any Subsidiary of services, debenturematerials, indentureproducts, security agreement, guaranty, pledge 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 guarantee of such indebtedness for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned SubsidiariesSubsidiary; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting non-competition agreement or restricting any other agreement or obligation which purports to limit in any respect the ability manner in which, or the localities in which, the business of Parent 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 its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for the transactions contemplated by this Agreement, . The foregoing contracts and agreements to which the Contracts filed Company or any Subsidiary are parties or are bound are collectively referred to herein as exhibits to the Parent SEC Documents as of the date of this Agreement, and any Contract that constitutes a Parent "Company Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure ScheduleContracts." (b) Except as would not have, individually or in Each Company Material Contract is valid and binding on the aggregate, a Parent Material Adverse Effect, Company (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contractor, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract extent a Subsidiary is a valid and binding obligation of Parent or the Subsidiary of Parent that is party thereto andparty, to the Knowledge of Parent, of each other party thereto, such Subsidiary) and is in full force and effect, subject to and the Equitable Exceptions and (iv) Parent Company and each of its Subsidiaries has performed Subsidiary have performed, in all material respects, all obligations required to be performed by it 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 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 the Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any the Subsidiaries of the nature contemplated by this Agreement, the Subscription Agreement or the Voting Agreement, (iii) agreement with respect to any officer or other key employee of the Company or any of the Subsidiaries providing any term of employment or compensation guarantee or (iv) stock or stock purchase plan (other than the Option Plans), any of 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, the Subscription Agreement or the Voting Agreement or the value of any of the benefits of which will be calculated on the basis of any of such transactions.

Material Contracts. (a) All Contracts of Except as set forth in the types referred to in clauses (i) through (v) below to which ParentBDC Disclosure Schedule, Merger Sub, GP Merger Sub or any of their Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.” (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 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 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, neither BDC nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits under, (i) any 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 (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), (ii) any Contract contract containing covenants that constitutes limit the ability of BDC or any of its Subsidiaries to compete in any line of business or with any Person, or to hire or engage the services of any Person, or that involve any restriction of the geographic area in which, or method by which, BDC or any of its Subsidiaries may carry on its business (other than as may be required by Law or any Governmental Authority) (as each are hereinafter defined), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a Parent “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 that contemplates, a possible merger, consolidation, reorganization, recapitalization or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to BDC or any of its Subsidiaries, (iv) any 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 than financing leases entered into in the ordinary course of business in which BDC or any of its Subsidiaries is the lessor, or (v) any contract that involves expenditures or receipts of BDC or any of its Subsidiaries in excess of $25,000 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 under Section 4.19(a)(iiis in full force and effect; (B) as a result neither BDC nor any of dedication or delivery point requirements its Subsidiaries is in such material default thereunder with respect to each 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 Material Contracts are set forth in Section 4.19 of the Parent BDC Disclosure Schedule. (b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent Neither BDC nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that is party thereto and, to the Knowledge of Parent, of each other party thereto, and is in full force and effect, subject to the Equitable Exceptions and (iv) Parent and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Parent Material Contracthave 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. (a) All Contracts None of the types referred to in clauses 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) through 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, 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) below relating to the purchase 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, 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 payment of dividends by any Seller Entity, (viii) pursuant to which Parentany Seller Entity has agreed with any third parties to become a member of, Merger Submanage or control a joint venture, GP Merger Sub 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 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 (including indemnification, “earn-out” or other contingent obligations) that are still in effect, (x) which relates to Intellectual Property of Seller, (xi) between any Seller Entity, on the one hand, and (A) any officer or director of any Seller Entity, or (B) 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” 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 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 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 the benefits thereunder will be increased, or the vesting of the 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 the transactions contemplated by this Agreement, or the value of any of benefits under which will be calculated on the basis of any of the transactions contemplated by this Agreement, (xxi) that is a party settlement, consent or similar Contract and contains any material continuing obligations of any Seller Entity, or (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 of the type described in this Section 4.20(a), whether or not set forth in Seller’s Disclosure Memorandum, together with all Contracts referred to or bound by in Sections 4.13 and 4.19(a), are referred to herein as the “Parent Material Seller Contracts.” (b) With respect to each Seller Contract: (i) any “material contract” (as such term the Seller Contract is defined legal, valid and binding on a Seller Entity and is in Item 601(b)(10) of Regulation S-K of the SEC); full force and effect and is enforceable in accordance with its terms; (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of 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 Parent or any of its Subsidiaries no Seller Entity is in a material manner; Default thereunder; (iii) no Seller Entity has repudiated or waived any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or material provision of any guarantee of such indebtedness for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; Seller Contract; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedule. (b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contractsuch Seller Contract is, to the Knowledge of ParentSeller, in Default or has repudiated or waived any material provision thereunder; and (v) there is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that is party thereto andnot pending or, to the Knowledge of ParentSeller, threatened cancellations of any Seller Contract. (c) Seller has made available true, complete and correct copies of each other party thereto, and Seller Contract in effect as of the date hereof. All of the indebtedness of any Seller Entity for money borrowed is in full force and effect, subject to the Equitable Exceptions and (iv) Parent and each of its Subsidiaries has performed all obligations required to be performed prepayable at any time by it to date under each Parent Material Contractsuch Seller Entity without penalty or premium.

Material Contracts. (a) All Contracts of the types referred to in clauses (i) through Sellers have provided to Buyer true and correct copies of the following agreements (veach a “Material Contract”) below to which Parent, Merger Sub, GP Merger Sub or any each of their the Company and its Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.”party: (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 agreement for the right purchase or ability sale of Parent products or any 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 or 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 has granted “most favored nation” clause that restricts pricing provisions or marketing or distribution rights relating to any services, 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 business establishment or operation of Parent a partnership, joint venture or limited liability company; (C) any agreement under which each of the 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 its Subsidiaries assets, tangible or intangible (excluding indebtedness and Encumbrances being paid off, terminated or otherwise satisfied in a material manner;connection with the Closing); (iiiD) any mortgage, note, debenture, indenture, security agreement for the disposition of any significant portion of the assets or business of each of the Company 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, guarantyconsulting agreement, pledge 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 or by which each of the Company or its Subsidiaries is bound; and (K) any other agreement (or instrument evidencing indebtedness for borrowed money group of related agreements) either (A) involving more than $50,000 or any guarantee (B) not entered into in the Ordinary Course of such indebtedness for borrowed money of Parent or any of its Subsidiaries in an amount in excess of Business and involving more than $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedule10,000. (bii) Except Each of the Company or its Subsidiaries has made available to Buyer a complete and accurate copy of each Material Contract (as would not haveamended to date). With respect to each Material Contract, individually and subject to applicable bankruptcy, insolvency, reorganization, moratorium or in other laws affecting generally the aggregate, a Parent Material Adverse Effect, enforcement of creditors’ rights and subject to general principles of equity: (i) neither Parent nor any Subsidiary the Material Contract is legal, valid, binding and enforceable and in full force and effect against each of Parent is in breach of the Company or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contractits Subsidiaries, to the Knowledge of Parentany Seller or each of the Company or its Subsidiaries, is against each other party thereto; and (ii) the Material Contract will continue to be legal, valid, binding and enforceable and in breach full force and effect against each of the Company or default under 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 any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of Parent the Company or the Subsidiary of Parent that is party thereto andits Subsidiaries nor, to the Knowledge of Parentany 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 breach or default by each of the Company or its Subsidiaries or any other party thereto, and is in full force and effect, subject to the Equitable Exceptions and (iv) Parent and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Parent such Material Contract. (iii) Each of the Company or its Subsidiaries is not party to any oral contract, agreement or other arrangement that, if reduced to written form, would be required to provide under the terms of Section 3(y).

Material Contracts. (a) All Except for this Agreement, the Confidentiality Agreement, and the Contracts filed as exhibits to publicly available Company Reports, as of the types referred to in clauses (i) through (v) below to which Parentdate hereof, Merger Sub, GP Merger Sub or neither the Company nor any of their its Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.”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 on respect either the right type of business in which the Company or ability of its Subsidiaries (or in which Parent or any of its Subsidiaries to compete with after the Effective Time) may engage or the manner or locations in which any other Person of them may so engage in any business (including through “non-competition” or acquire or dispose of the securities of any other Person or “exclusivity” provisions), (B) contains an exclusivity 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” clause that restricts status that, following the business of Merger, would apply to Parent or any of its Subsidiaries in a material mannerSubsidiaries, including the Company and its Subsidiaries; (iiiv) any mortgagethat (A) is an indenture, loan or credit Contract, loan note, debenturemortgage Contract, indenture, security agreement, guaranty, pledge letter of credit or other agreement or instrument evidencing indebtedness for borrowed money Contract representing, or any guarantee of, indebtedness of such 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 for borrowed money of Parent 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 in an amount in excess (A) rights of $25.0 millionfirst refusal, rights of first negotiation or similar pre-emptive rights, or (B) puts, calls or similar rights, to any Person (other than such indebtedness for borrowed money among Parent and its 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 Company or any of its Subsidiaries; (ivviii) limiting or restricting the ability of the Company or any joint ventureof its Subsidiaries to declare or pay dividends or make distributions in respect of their capital stock, partnership partner interests, membership interests or other equity interests; (ix) pursuant to which (A) the Company or any of its Subsidiaries grants to any third party any license, release, covenant not to ▇▇▇ or similar right with respect to material Intellectual Property or (B) 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 object code form); (x) that is a partnership, 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 Parent and its Subsidiaries or among Parent’s Subsidiaries; orwholly owned Subsidiary of the Company; (vxi) that relates to the acquisition or disposition of any Contract expressly limiting business or restricting assets or the ability sale or supply of Parent any services pursuant to which the Company or any of its Subsidiaries to make distributions or declare or pay dividends has any liability in respect excess of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedule. (b) Except as would not have, $20,000,000 individually or $50,000,000 in the aggregate; (xii) that requires or is expected to require in the next year aggregate annual payments by or to the Company or any of its Subsidiaries in excess of $20,000,000; or (xiii) to which the Company or any of its Subsidiaries is a party, or by which any of them are bound, the ultimate contracting party of which is a Parent Material Adverse Effect, Governmental Entity (including any subcontract with a prime contractor or other subcontractor who is a party to any such contract). Each such Contract described in clauses (i) neither Parent nor any Subsidiary of Parent through (xiii) is in breach of or default under the terms of any Parent referred to herein as a “Company Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent .” 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 a valid and binding obligation of Parent or on the Subsidiary of Parent that is party thereto Company and its Subsidiaries as applicable and, to the Knowledge of Parentthe Company, of each other party thereto, and is in full force and effect, subject and neither the Company nor any of its Subsidiaries, nor, to the Equitable Exceptions and (iv) Parent and each Knowledge of its Subsidiaries has performed all obligations required the Company, any other party to be performed by it to date under each Parent a Company Material 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. The Company Disclosure Letter sets forth a complete and accurate list as of the date of this Agreement of any of the following to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"): (a) All Contracts of all contracts, agreements, commitments or understandings which involve payments or receipts by the types referred to in clauses (i) through (v) below to which Parent, Merger Sub, GP Merger Sub or any of their Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.” (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 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 Parent Company or any of its Subsidiaries in a material mannerexcess of $1,000,000 during any twelve month period; (iiib) any mortgageall written management, notecompensation, debenture, indenture, security agreement, guaranty, pledge employment or other agreement contracts entered into with any executive officer or instrument evidencing indebtedness director of the Company or any Subsidiary of the Company; (c) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any guarantee of such indebtedness for borrowed money of Parent indebtedness, obligation or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiariesliability; (ivd) all bonds or agreements of guarantee or indemnification in which the Company or any joint ventureSubsidiary of the Company acts as surety, partnership guarantor or limited liability company agreement indemnitor with respect to any obligation (fixed or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability companycontingent), other than any such Contract solely between Parent and its Subsidiaries guarantees of the obligations of the Company or among Parent’s Subsidiaries; orany Subsidiary of the Company; (ve) all noncompete agreements to which the Company, any Contract expressly limiting or restricting Subsidiary of the ability of Parent Company or any of its Subsidiaries affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to make distributions the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or declare dispositions during the last three years, including any separate tax or pay dividends in respect of their Equity Interestsindemnification agreements. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Company Disclosure Schedule. (b) Except as would not have, individually or in the aggregate, a Parent Material Adverse EffectLetter, (i) neither Parent the Company nor any Subsidiary of Parent the Company is in breach of or default under the terms of any Parent Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party to any Parent Material Contract, to the Knowledge of Parent, thereto is in breach of or default in any material respect under the terms of any Parent Company Material Contract, (iii) each Parent Company Material Contract is a valid valid, binding and binding obligation of Parent or the Subsidiary of Parent that is party thereto and, to the Knowledge of Parent, of each other party thereto, and is in full force and effecteffect in all material respects, subject to the Equitable Exceptions and (iv) Parent and each all contracts or agreements under which the Company or any Subsidiary of its Subsidiaries the Company has performed all obligations required to any outstanding indebtedness, obligation or liability for borrowed money may be performed by it to date under each Parent Material Contractprepaid in full without any prepayment penalties.

Material Contracts. (a) All Contracts Except for this Agreement, as of the types referred to in clauses (i) through (v) below to which Parentdate of this Agreement, Merger Sub, GP Merger Sub or neither the Company nor any of their its Subsidiaries is a party to or bound by are referred 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 herein as 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 “Parent Material Contracts.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 on respect either the right type of business in which the Company or ability of its Subsidiaries (or in which Parent or any of its Subsidiaries to compete with after the Effective Time) may engage or the manner or locations in which any other Person of them may so engage in any business (including through “non-competition” or acquire or dispose of the securities of any other Person or “exclusivity” provisions), (B) contains an exclusivity 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” clause that restricts status with respect to any material obligations that, after the business of Effective Time, would apply to Parent or any of its Subsidiaries Subsidiaries, including the Company and its Subsidiaries, and would run in favor of any Person (other than the Company, a material mannerwholly-owned Subsidiary of the Company, Parent, or any wholly-owned Subsidiary of Parent); (iiiiv) any mortgage(A) is an indenture, loan or credit Contract, loan note, debenturemortgage Contract, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money Contract representing, or any guarantee of such of, indebtedness for borrowed money of Parent 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 in an amount of such indebtedness of any person other than the Company or a wholly-owned Subsidiary of the Company in excess of $25.0 million100 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 indebtedness for borrowed money among Parent 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 Company or any of its wholly owned Subsidiaries; (ivvii) limits or restricts the ability of the Company or any joint ventureof its Subsidiaries to declare or pay dividends or make distributions in respect of their capital stock, partnership partner interests, membership interests or other equity interests; (viii) is a partnership, 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 Parent wholly-owned Subsidiary of the Company; (ix) relates to the acquisition or disposition of any business or assets (other than the 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 has any liability in excess of $100 million in any transaction or series of related transactions; (x) 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 among Parent’s director of (A) the Company or (B) any of its Significant Subsidiaries (excluding the MLP and its Subsidiaries); or (vxiii) is any Contract expressly limiting confidentiality agreement or restricting standstill agreement the ability Company has entered into with any third party (or any agent thereof) that is in effect on the date of this Agreement containing 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 to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this AgreementSubsidiaries, including, after the Effective Time, the Contracts filed as exhibits to the Parent SEC Documents as Company or any of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Scheduleits Subsidiaries. (b) Except as would not have, individually or Each such Contract described in the aggregate, a Parent Material Adverse Effect, clauses (i) neither Parent nor any Subsidiary of Parent through (xii) and not (xiii) above is in breach of or default under the terms of any Parent referred to herein as a “Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent .” Each Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that is party thereto Company and its Subsidiaries as applicable and, to the Knowledge knowledge of Parentthe Company, of each other party thereto, and is in full force and effecteffect and enforceable by the Company or the applicable Subsidiary, in each case, subject to Creditors’ Rights, except as would not, individually or in the Equitable Exceptions aggregate, be reasonably likely to have a Company Material Adverse Effect, and (iv) Parent and each neither the Company nor any of its Subsidiaries has performed all obligations required Subsidiaries, nor, to be performed by it the knowledge of the Company, any other party to date under each Parent 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 Material Adverse Effect. A copy of each Material Contract has previously been made available to Parent.

Material Contracts. (a) All Other than this Agreement and the Ancillary Documents, there are no Contracts to which SPAC is a party or by which any of the types referred to in clauses its properties or assets may be bound, subject or affected, which (i) through creates or imposes a Liability greater than $50,000, (vii) below to which Parentmay not be cancelled by SPAC on less than 60 days’ prior notice without payment of a material penalty or termination fee, Merger Sub(iii) prohibits, GP Merger Sub prevents, restricts or impairs in any material respect any business practice of SPAC or any of their Subsidiaries 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 party to or bound by are referred to herein as “Parent Material Contracts.” (i) any “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”); (ii) any Contract that (A) expressly imposes any material restriction on . All SPAC Material Contracts have been made available to the right or ability of 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 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, Company other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as those that are exhibits to the Parent SEC Documents as of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure ScheduleReports. (b) Except as would not have, individually or in the aggregate, a Parent With respect to each SPAC Material Adverse Effect, Contract: (i) neither Parent nor any Subsidiary the SPAC Material Contract was entered into at arms’-length and in the ordinary course of Parent is in breach of or default under the terms of any Parent Material Contractbusiness, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent SPAC Material Contract is a valid valid, binding and binding obligation of Parent or the Subsidiary of Parent that is party thereto enforceable in all material respects against SPAC and, to the Knowledge of ParentSPAC, of each the other party parties thereto, and is in full force and effecteffect (except, subject to in each case, as such enforcement may be limited by the Equitable Exceptions Enforceability Exceptions), (iii) SPAC 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 SPAC, or permit termination or acceleration by the other party, under such SPAC Material Contract, and (iv) Parent to the Knowledge of SPAC, no other party to any SPAC Material Contract is in breach or default in any material respect, and each no event has occurred that with the passage of its Subsidiaries has performed all obligations required to be performed time or giving of notice or both would constitute such a breach or default by it to date such other party, or permit termination or acceleration by SPAC under each Parent any SPAC Material Contract.

Material Contracts. (a) All Contracts Section 3.16(a) of the types referred to Seller Disclosure Letter lists each Contract in clauses (i) through (v) below the following categories that is in force as of the date hereof and which either constitutes a Transferred Contract or is a Contract to which Parent, Merger Sub, GP Merger Sub Seller or any of their Subsidiaries its 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 are referred to herein as the FSS Business (in each case, other than Covered Insurance Policies) (such Contracts “Parent 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 Parent 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 Parent 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 indebtedness 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 guarantee other Liability in respect of such indebtedness for borrowed money of Parent any Person, in each case, involving Liabilities with respect to any Acquired Company or the FSS Business in excess of $[Redacted]; (iv) any Contract concerning the establishment or operation of 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 $25.0 million[Redacted] during the consecutive twelve (12)-month period ended December 31, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries2020; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (vix) any Contract expressly limiting under which (A) any Person has directly or restricting the ability of Parent indirectly guaranteed any Liabilities or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as obligations of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedule. (b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that is party thereto and, to the Knowledge of Parent, of each other party thereto, and is in full force and effect, subject to the Equitable Exceptions and (iv) Parent and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Parent Material Contract.Acquired Companies or

Material Contracts. (a) All Contracts Schedule 4.16 of the types Company Disclosure Letter, together with the lists of exhibits contained in the Company SEC Documents, sets forth a true and complete list, as of the date of this Agreement, of each Contract (excluding Employee Benefit Plans) described below in this Section 4.16(a) to which the Company or any Subsidiary of the Company is a party or by which it is bound, in each case as of the date of this Agreement (such Contracts being referred to in clauses herein as the “Company Material Contracts”): (i) through other than Contracts providing for the acquisition, purchase, sale or divestiture of Company Portfolio Securities, whole loans or mortgage servicing rights entered into by the Company or any Subsidiary of the Company in the ordinary course of business, each Contract that involves a pending merger, business combination, acquisition, purchase, sale or divestiture that requires the Company or any of its Subsidiaries to dispose of or acquire assets or properties with a fair market value in excess of $10,000,000; (ii) each Contract relating to indebtedness of the Company outstanding as of the date hereof for borrowed money (or commitments or guarantees in respect thereof) or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $25,000,000, other than agreements solely among the Company and its Subsidiaries; (iii) each Contract containing any non-compete, 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 in any line of business or with any Person or geographic area, excluding any Contracts entered into in the ordinary course of business that restrict the Company or any of its Subsidiaries from soliciting, marketing to, or otherwise contacting borrowers pursuant to agreements for the sale and purchase of Mortgage Loans and mortgage servicing rights and agreements to service or subservice Mortgage Loans; (iv) each material partnership, joint venture or strategic alliance agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (v) below to which Parenteach Contract between or among the Company or any Subsidiary of the Company, Merger Subon the one hand, GP Merger Sub 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 Subsidiaries is a party to respective “associates” or bound by “immediate family” members (as such terms are referred to herein as “Parent Material Contracts.”defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ivi) each Company Servicing Agreement and each Company Subservicing Agreement with a third party customer for the servicing or subservicing of Mortgage Loans with an aggregate unpaid principal balance of $1,000,000,000 (with “customer” to be determined by aggregating all affiliated entities and all securitizations, trusts or other investment vehicles sponsored, advised or managed by such customer or its affiliates); (vii) any Contract that 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 or property that is material to the Company or any of its Subsidiaries; (viii) any Contract that was entered into to settle any material Proceeding and which imposes material ongoing obligations on the Company or any of its Subsidiaries after the Closing; (ix) any confidentiality agreement or standstill agreement entered into with any third party (or any agent thereof), other than in connection with, or in contemplation of, the Transactions, containing any exclusivity or standstill provisions that are or will be binding on the Company or any of its Subsidiaries (including, after the Closing, Parent and its Subsidiaries); (x) any Contract with the 10 largest vendors, service providers and other suppliers (including independent contractors) of the Company and its Subsidiaries on a consolidated basis (as measured by amounts paid or payable by the Company and its Subsidiaries on a consolidated basis during the fiscal year ended December 31, 2024), excluding legal, accounting and Tax service providers; (xi) each Company Related Party Agreement; and (xii) 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 4.16(a) with respect to the Company or any Subsidiary of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of 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 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure ScheduleCompany. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Company Material Contract is a valid legal, valid, binding and binding obligation enforceable in accordance with its terms on the Company and each of Parent or the Subsidiary of Parent its Subsidiaries that is a party thereto and, to the Knowledge of Parentthe Company, of each other party thereto, and is in full force and effect, subject subject, as to enforceability, to the Equitable Exceptions Enforceability Exceptions. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company 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 the Company to consummate, the Transactions, including the Merger, on a timely basis, and in any event, prior to the End Date: (i) neither the Company nor any of its Subsidiaries is in breach or default under any Company Material Contract nor, to the Knowledge of the Company, is any other party to any such Company Material Contract in breach or default thereunder; (ii) no event has occurred that (without or without notice or lapse of time, or both) would constitute a violation or breach of, or default under any Company Material Contract; and (iviii) Parent and each neither the Company nor any of its Subsidiaries has performed all obligations required received written notice of the intention of any counterparty to be performed by it a Company Material Contract to date cancel, terminate, materially change the scope of rights under each Parent or fail to renew any Company Material Contract.

Material Contracts. (a) All Contracts Except for this Agreement or as filed or publicly furnished with the SEC or with the Canadian Securities Authorities prior to the date hereof, none of the types referred to in clauses (i) through (v) below to which Parent, Merger Sub, GP Merger Sub Parent or any of their Subsidiaries Parent Subsidiary is a party to or is bound by are referred to herein by, as “Parent Material Contracts.” (i) of the date hereof, any written contract or other agreement which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the SEC); (iiSecurities Act) any Contract that (A) expressly imposes any material restriction on the right or ability of 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 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, and any Contract that constitutes a Parent Entity (each contract that is described in this Section 6.09(a) being a “Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedule”). (b) Except as would not haveas, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of on Parent or the (and/or each such Parent Subsidiary of Parent that is party thereto thereto) and, to the Knowledge of Parent, of each other party thereto, and (ii) each Parent Material Contract is in full force and effecteffect (except for expiration thereof in the ordinary course in accordance with the terms thereof), subject enforceable against Parent or each such Parent 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 (iii) neither Parent nor any of the Parent Subsidiaries that is a party thereto, nor, to the Equitable Exceptions and (iv) Parent and each Knowledge of its Subsidiaries has performed all obligations required to be performed by it to date under each Parent, any other party thereto, is in breach of, or default under, any such Parent Material Contract, and, to the Knowledge of Parent, no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by Parent or any of the Parent Subsidiaries, 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 have a Parent Material Adverse Effect.

Material Contracts. (a) All Contracts of the types referred to in clauses (i) through (v) below Except for Contracts reflected as exhibits to which Parent, Merger Sub, GP Merger Sub or any of their Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.” (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 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 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating SEC Reports filed prior to the formation, creation, operation, management or control date of any joint venture, partnership or limited liability company, other than any such Contract solely between Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, neither it nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits under, (A) 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 limit the ability of it or any of its Subsidiaries to compete in any line of business or with any Person, or that involve any restriction of the geographic area in which, or method by which, it or any of its Subsidiaries may carry on its business (other than as may be required by Law or any Governmental Authority) or which requires referrals of business or requires it or any of its Affiliates to make available investment opportunities to any Person on a priority, equal or exclusive basis, (C) any Contract with respect to the employment of any directors or executive officers, or with any consultants that are natural Persons involving the payment of $10,000,000 or more per annum, (D) any Contract that constitutes a Parent Material could reasonably be expected to prohibit, delay or materially impair the consummation of any of the transactions contemplated by this Agreement, (E) any Contract that involves expenditures or receipts by it or any of its Subsidiaries in excess of $25,000,000 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 Section 4.19(a)(iithe ▇▇▇▇ ▇▇▇) that has not been filed as a result an exhibit to or incorporated by reference in its SEC Reports filed prior to the date of dedication 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 delivery point requirements (C) that is disclosed in its Disclosure Letter: (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, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedule. ; and (b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (iiz) no other party to any Parent Material Contractsuch 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 Knowledge account of Parentone 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 in breach of enforceable against it or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that is party thereto its Subsidiaries and, to its knowledge, the Knowledge 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 Parent, creditors’ rights generally and except that the availability of each other party theretothe 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, subject to the Equitable Exceptions and (iv) Parent and each . Neither it nor any of its Subsidiaries Subsidiaries, nor to its knowledge, any other party thereto, is in Default of any of its obligations under any such agreement or arrangement. Its Financial Statements disclose the value of such agreements and arrangements on a ▇▇▇▇-to-market basis in accordance with GAAP (including but not limited to Financial Accounting Statement 133) and, since September 30, 2006, there has performed all obligations required to be performed by it to date under each Parent not been a change in such value that, individually or in the aggregate, has resulted in a Material ContractAdverse Effect on it.

Material Contracts. (a) All Contracts As of the types referred to in clauses (i) through (v) below to which Parentdate hereof, Merger Sub, GP Merger Sub or neither the Company nor any of their its Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.” 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) would, after giving effect to the Merger, limit or restrict the Surviving Corporation or any Contract 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 (Aincluding with respect to Parent after the Effective Time) expressly imposes or in any material restriction on geographic area or contains exclusivity or non-solicitation provisions with respect to customers, (iii) limits or otherwise restricts the right or ability of Parent the Company or any of its Subsidiaries to compete with any other Person pay dividends or acquire make distributions to its stockholders, or dispose of the securities of any other Person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (iv) provides for the operation or management of any joint ventureoperating assets of the Company or its Subsidiaries by any person other than the Company or its Subsidiaries. Each Contract of the type described in this Section 3.25, partnership whether or limited liability company agreement not set forth on Section 3.25 of the Company Disclosure Schedule and whether or other similar Contract relating not entered into on or prior to the formationdate hereof, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries is referred to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) herein as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedule. (b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent “Company Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent ”. Each Company Material Contract is a valid and binding obligation of Parent the Company or the its Subsidiary of Parent that is 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, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought) and, to the Knowledge of ParentCompany’s knowledge, of each other party thereto, and is in full force and effect, subject to and each of the Equitable Exceptions and (iv) Parent 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 Parent 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 aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any of its Subsidiaries has knowledge of, or has received notice

Material Contracts. (a) All Except as set forth on Schedule 4.13(a), other than this Agreement and the Ancillary Documents, there are no Contracts to which CAC is a party or by which any of the types referred to in clauses its properties or assets may be bound, subject or affected, which (i) through (v) below to which Parentcreates or imposes a Liability greater than $100,000, Merger Sub, GP Merger Sub or any of their Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.” (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (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 Parent CAC or any of its Subsidiaries to compete current or future Affiliates, any acquisition of material property by CAC or any of its current or future Affiliates, or restricts in any material respect the ability of CAC or any of its current or future Affiliates from engaging in business as currently conducted by it or from competing with any other Person or acquire or dispose of (each, a “CAC Material Contract”). All CAC Material Contracts have been made available to the securities of any other Person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, Company other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as those that are exhibits to the Parent Signing SEC Documents as of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure ScheduleReports. (b) Except as would not have, individually or in the aggregate, a Parent With respect to each CAC Material Adverse Effect, Contract: (i) neither Parent nor any Subsidiary the CAC Material Contract (other than those set forth on Schedule 4.14) was entered into at arms’ length and in the ordinary course of Parent is in breach of or default under the terms of any Parent Material Contract, business; (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent CAC Material Contract is a valid legal, valid, binding and binding obligation of Parent or the Subsidiary of Parent that is party thereto enforceable in all material respects against CAC and, to the Knowledge of ParentCAC, of each the other party parties thereto, and is in full force and effecteffect (except, subject to in each case, as such enforcement may be limited by the Equitable Exceptions 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) Parent to the Knowledge of CAC, no other party to any CAC Material Contract is in breach or default in any material respect and each no event has occurred that with the passage of its Subsidiaries has performed all obligations required to be performed time or giving of notice or both would constitute such a breach or default by it to date such other party, or permit termination or acceleration by CAC under each Parent any CAC Material Contract.

Material Contracts. (a) All Contracts Except as set forth in Section 3.20 of the types referred to in clauses (i) through (v) below to which ParentCompany Disclosure Schedule, Merger Subas of the date hereof, GP Merger Sub or neither the Company nor any of their its Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.” 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) would, after giving effect to the Merger, materially limit or restrict the Surviving Corporation or any Contract of its Subsidiaries or any successor thereto, from engaging or competing in any line of business or in any geographic area that it currently engages in or that contains exclusivity or non-solicitation provisions with respect to customers, (Aiii) expressly imposes any material restriction on limits or otherwise restricts the right or ability of Parent the Company or any of its Subsidiaries to compete with any other Person pay dividends or acquire make distributions to its shareholders or dispose of the securities of any other Person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (iv) any joint venture, partnership provides for the operation or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership material operating assets of the Company or limited liability company, its Subsidiaries by any person other than any such the Company or its Subsidiaries. Each Contract solely between Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as of the date type described in this Section 3.20, whether or not set forth on Section 3.20 of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) the Company Disclosure Schedule is referred to herein as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedule. (b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent “Company Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent .” Each Company Material Contract is a valid and binding obligation of Parent the Company or its Subsidiary party thereto enforceable against the Company or its Subsidiary of Parent that is party thereto and, to the Knowledge knowledge of Parentthe Company, of 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 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) and, is in full force and effect, subject to and each of the Equitable Exceptions and (iv) Parent 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 aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any of its Subsidiaries has knowledge of, or has received written notice of, any violation of or default under (or any condition which with the passage of time or the giving of written notice would cause such a violation of or default under) any Company Material Contract to which it is a party or 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 Material 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) 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 or 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 or any of its Affiliates; and (xv) not entered into in the ordinary course of business and described in response to any of the foregoing clauses. All Contracts of the types referred to of contracts, commitments, licenses, agreements, obligations or arrangements described in clauses (i) through (vxv) below 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 which Parentherein as the “Material Contracts.” At the request of the Purchaser, Merger Subthe Company shall deliver to the Purchaser a true, GP Merger Sub 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 the Company 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 their 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 are referred to herein as “Parent Material Contracts.” (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 Parent 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 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure SchedulePerson. (b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that is party thereto and, to the Knowledge of Parent, of each other party thereto, and is in full force and effect, subject to the Equitable Exceptions and (iv) Parent and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Parent Material Contract.

Material Contracts. (a) All Contracts Section 2.18(a) of the types referred to in clauses (i) through (v) below Company Disclosure Schedule lists all of the following contracts to which Parent, Merger Sub, GP Merger Sub or any of their Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.” (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 Parent Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound: (i) employment, consulting, non-competition, severance, golden parachute or indemnification contract (including, without limitation, any contract to compete with any other Person or acquire or dispose of which the securities of any other Person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of Parent 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 party involving employees of such indebtedness for borrowed money of Parent the Company or any of its Subsidiaries in an amount in excess Subsidiaries); (ii) licensing, merchandising or distribution agreements; (iii) contracts granting a right of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; first refusal or first negotiation; (iv) any joint venture, partnership or limited liability company agreement joint venture agreements; (v) agreements for the acquisition, sale or lease of material properties or assets of the Company (by merger, purchase or sale of assets or stock or otherwise) entered into since January 1, 1992; (vi) contracts or agreements with any Governmental Entity; (vii) other similar Contract relating to contracts which materially affect the formationbusiness, creation, operation, management properties or control assets of any joint venture, partnership or limited liability company, other than any such Contract solely between Parent the Company and its Subsidiaries taken as a whole which are not otherwise disclosed in this Agreement or among Parent’s Subsidiarieswere entered into other than in the ordinary course of business; or and (vviii) any Contract expressly limiting or restricting the ability of Parent or all commitments and agreements to enter into any of its Subsidiaries to make distributions or declare or pay dividends the foregoing (collectively, together with any such contracts entered into in respect of their Equity Interests. Except for this Agreementaccordance with Section 4.1 hereof, the Contracts filed as exhibits "Contracts"). The Company has delivered or otherwise made available to the Parent SEC Documents as true, correct and complete copies of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth listed in Section 4.19 2.18(a) of the Parent Company Disclosure Schedule, together with all amendments, modifications and supplements thereto and all side letters to which the Company is a party affecting the obligations of any party thereunder. (b) Except as would not haveset forth in Section 2.18(b) of the Company Disclosure Schedule: (i) Each of the Contracts is valid and enforceable in accordance with its terms, individually or in and there is no default under any Contract so listed either by the aggregateCompany or, to the knowledge of the Company, by any other party thereto which could have a Parent Material Adverse Effect, (i) neither Parent nor and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or, to the knowledge of the Company, any Subsidiary of Parent is in breach of or default under the terms of any Parent other party which could have a Material Contract, Adverse Effect. (ii) no other No party to any Parent Material Contract, such Contract has given notice to the Knowledge of Parent, is in breach Company of or made a claim against the Company with respect to any material breach or material default under the terms of any Parent Material Contract, thereunder. (iiic) each Parent Material Contract is a valid and binding obligation of Parent With respect to those Contracts that were assigned or the Subsidiary of Parent that is party thereto and, subleased to the Knowledge of ParentCompany by a third party, of each other party thereto, and is in full force and effect, subject all necessary consents to the Equitable Exceptions and (iv) Parent and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Parent Material Contractsuch assignments or subleases have been obtained.

Material Contracts. (a) All Contracts of the types referred to in clauses (i) through (v) below to which Parent, Merger Sub, GP Merger Sub or any of their Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.” (i) any “material contract” (as such term is defined Except for Contracts set forth in Item 601(b)(10Section 3.2(k) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of 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 Parent or any of its Subsidiaries in a material manner; (iii) any mortgageDisclosure Letter, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, neither it nor any of its Subsidiaries, nor any of their respective assets, businesses or operations, is a party to, or is bound or affected by, or receives benefits under, (A) 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 limit the ability of it or any of its Subsidiaries to compete in any line of business or with any Person, or that involve any restriction of the geographic area in which, or method by which, it or any of its Subsidiaries may carry on its business (other than as may be required by Law or any Governmental Authority) or which requires referrals of business or requires it or any of its Affiliates to make available investment opportunities to any Person on a priority, equal or exclusive basis, (C) any Contract with respect to the employment of any directors, executive officers or employees, or with any consultants that are natural Persons involving the 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 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, (E) any Contract that constitutes a Parent Material could reasonably be expected to prohibit, delay or materially impair the consummation of any of the Transactions, (F) any Contract under (or group of Contracts with the same party (or its Affiliates) involving similar transactions) that involves expenditures or receipts by it or any of its Subsidiaries in excess of U.S.$5,000,000 per year not entered into in the ordinary course of business consistent with past practice, (G) any Contract with an Affiliate, (H) any Contract that grants any right of first refusal, right of first offer or similar right with respect to 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 4.19(a)(ii3.2(k)(i): (w) as a result each such Contract is in full force and effect; (x) neither it nor any of dedication its Subsidiaries is in Default thereunder; (y) neither it nor any of its Subsidiaries has repudiated or delivery point requirements in waived any material provision of any such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedule. ; and (b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (iiz) no other party to any Parent Material Contractsuch 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 Knowledge account of Parentone 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 in breach of enforceable against it or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that is party thereto its Subsidiaries and, to its knowledge, the Knowledge 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 Parent, creditors’ rights generally and except that the availability of each other party theretothe 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. (iii) Itaú Parent or one of its Subsidiaries currently owns a majority of the outstanding capital stock of MCC and is a party to the MCC Contract pursuant to which it has the unconditional right, subject to receipt of any necessary approvals of any Regulatory Authoritiesccccf required pursuant to Law, to acquire the Equitable Exceptions and (iv) Parent and each remaining outstanding capital stock of its Subsidiaries has performed all obligations required to be performed MCC on specified dates that would result in it owning 100% of the outstanding capital stock of MCC by it to date under each Parent Material ContractAugust 31, 2016.

Material Contracts. (a) All Contracts Section 3.12(a) of the types referred to in clauses (i) through (v) below Company Disclosure Letter sets forth a list of all Material Contracts as of the date of this Agreement. For purposes of this Agreement, “Material Contract” means any Contract to which Parent, Merger Sub, GP Merger Sub the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their Subsidiaries respective properties or assets is a party bound (other than this Agreement and other than any Contract that is to be transferred or bound by are referred assigned pursuant to herein as “Parent Material Contracts.”the Life Sciences SAPA or that relates solely to the Life Sciences Assets or Life Sciences Liabilities) that: (i) any is or 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 the SEC)K; (ii) any Contract that (A) expressly imposes any material restriction on provides for the right purchase or ability sale of Parent goods or products from a supplier or to a customer of the Company or any of its Subsidiaries to compete with any other Person which the Company 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 Parent or any of its Subsidiaries reasonably expect will result in a material mannerpurchases or sales in the aggregate amount that exceed $5,000,000 in the 2013 or 2014 fiscal year; (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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (iv) any relates to a joint venture, partnership or limited liability company agreement or other similar Contract relating arrangement or to the formation, creation, operation, management governance or control of, or the economic rights or obligations of the Company or any of its Subsidiaries in, any such joint venture, partnership or limited liability company, other than any such Contract solely between Parent and its Subsidiaries or among Parent’s Subsidiaries; orsimilar arrangement; (viv) any Contract expressly limiting or restricting provides for Indebtedness of the ability of Parent Company or any of its Subsidiaries having an outstanding or committed amount in excess of $1,000,000, other than (A) Indebtedness solely between or among any of the Company and any of the Non-Life Sciences Subsidiaries and (B) letters of credit; (v) limits the ability of the Company or any of its Subsidiaries (A) to compete in any line of business or with any Person or in any geographic area for any duration, (B) to sell to or purchase from any Person or entity other than exclusive sales agreements entered into in the ordinary course of business consistent with past practice, (C) to deliver services to any other Person or (D) to make distributions use of any material Intellectual Property owned or declare otherwise used by the Company or pay dividends any of its Subsidiaries; (vi) provides that the Company or any of its Non-Life Sciences Subsidiaries license from any Person besides the Company or any of its Non-Life Sciences Subsidiaries any material Intellectual Property that is incorporated into any Company product (excluding software code or other materials that are generally available on standard commercial terms) (“Inbound IP Contracts”); (vii) provides that the Company or any of its Non-Life Sciences Subsidiaries license to any Person besides the Company or any of its Non-Life Sciences Subsidiaries any material Intellectual Property owned by the Company or its Subsidiary, other than (A) nonexclusive licenses granted to customers or to distributors, resellers, or other channel partners in respect the ordinary course of their Equity Interests. Except for this Agreementbusiness, the Contracts filed as exhibits (B) nonexclusive licenses granted to the Parent SEC Documents as manufacturers, consultants, contractors, or suppliers of the date Company or any of this Agreement, and any Contract its Subsidiaries that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, permit use for the Material Contracts are set forth in Section 4.19 benefit of the Parent Disclosure ScheduleCompany or any of its Subsidiaries, or (C) nonexclusive licenses that do not include the right to make, have made, distribute or sell any Intellectual Property owned by the Company or its Subsidiaries (“Outbound IP Contracts”); (viii) contains a “standstill” or similar agreement; or (ix) is a Real Property Lease. (b) Except All of the Material Contracts are valid and binding and in full force and effect (except those that are terminated after the date of this Agreement in accordance with their respective terms and not as would not havea result of a breach or default thereunder by the Company or any of its Subsidiaries). To the Knowledge of the Company, individually no Person is challenging the validity or enforceability of any Material Contract in any material respect. Neither the aggregate, a Parent Material Adverse Effect, (i) neither Parent Company nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contractits Subsidiaries, (ii) no other party to any Parent Material Contract, nor to the Knowledge of Parentthe Company, is in breach any of the other parties thereto, has violated any provision of, or committed or failed to perform any act which (with or without notice, lapse of time or both) would constitute a default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that is party thereto and, to the Knowledge of Parent, of each other party theretoprovision of, and is in full force and effect, subject to neither the Equitable Exceptions and (iv) Parent and each Company nor any of its Subsidiaries has performed all obligations required received notice that it has violated or defaulted under, any Material Contract, except for those violations and defaults which have not had and would not reasonably be expected to be performed by it have a Company Material Adverse Effect. No party to date any Material Contract has given the Company or any of its Subsidiaries written notice of its intention to cancel, terminate, change the scope of its rights under each Parent or fail to renew any Material Contract. To the Knowledge of the Company, no current or former officer or director of the Company (i) has (whether directly or indirectly through another entity in which such Person has a material interest, other than as the holder of less than 2% of a class of securities of a publicly traded company) any material interest in any property or assets of the Company (except as a stockholder) or any competitor, customer, supplier or agent of the Company or (ii) is currently a party to any Material Contract. (c) A true, complete and unredacted copy of each Material Contract, together with all exhibits, schedules, amendments and supplements thereto, has been made available to Parent.

Material Contracts. (a) All Contracts Except as disclosed in 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 types referred to in clauses (i) through (v) below to which Parentdate of this Agreement, Merger Sub, GP Merger Sub or neither the Company nor any of their its Subsidiaries is a party to or bound 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 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, (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, 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 “Parent Company Material Contracts.” Contract” (i) any for purposes of clarification, each “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 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 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as of 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 any Contract that constitutes a Parent correct copies of each Company Material Contract under Section 4.19(a)(iiother than those which the Company is entitled to omit from the Company Disclosure Letter pursuant to the proviso to clause (ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedulefirst sentence of this Section 3.12(a). (b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Each Company Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that is party thereto and, to the Knowledge of Parent, of each other party thereto, and is in full force and effect, subject to (ii) the Equitable Exceptions and (iv) Parent Company and each of its Subsidiaries has performed in all respects all obligations required to be performed by it to date under each Parent 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 part of the Company or any of its Subsidiaries under any such Company Material Contract and (iv) to the Knowledge of the Company, no other party to such Company Material Contract is in default in any respect thereunder, except in each case for any invalidity, nonperformance, event, condition or default that, individually or in the aggregate, has not had, and would not be reasonably likely to have, a Material Adverse Effect on the Company.

Material Contracts. (a) All Contracts Section 4.19(a) of the Company Disclosure Letter sets forth a true and complete list of each of the following types referred of Contracts to which the Company or any of its Subsidiaries has any current or future rights, responsibilities, obligations or liabilities (in clauses 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 of this Agreement: (i) through (A) contains any exclusivity or similar provision that is binding on the Company or any of its Subsidiaries or (B) otherwise limits or restricts the Company 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 to a Third Party, (B) any arrangement whereby the Company grants any right of first refusal or right of first offer or similar right to a Third Party, (C) an arrangement whereby the Company or one of its Subsidiaries is obligated to lease real property that would be material to the Company and its Subsidiaries, or (D) any arrangement between the Company and a Third Party that limits or purports to limit in any respect the ability of the Company or its Subsidiaries to own, operate, sell, license, transfer, pledge or otherwise dispose of any assets or business, in each case of clauses (A), (B), (C) and (D) that is material to the Company and its Subsidiaries, taken as a whole; (iii) is a joint venture, 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 $1 million in the aggregate during the 12-month period following the date of this Agreement; (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 $1 million individually; (v) below 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 $1 million; (vi) is a material Contract with respect to any Company Intellectual Property (other than commercially available “off-the-shelf” software or hardware); (vii) is an acquisition agreement, asset purchase or sale agreement, stock purchase or sale or purchase agreement or other similar agreement pursuant to which Parent(A) the Company reasonably expects that it is required to pay total consideration including assumption of debt after the date of this Agreement to be in excess of $1 million, Merger Sub(B) any other Person has the right to acquire any assets of the Company or any of its Subsidiaries after the date of this Agreement with a fair market value or purchase price of more than $1 million or (C) any other Person has the right to acquire any interests in the Company or any of its Subsidiaries, GP Merger Sub excluding, in the case of clauses (A) and (B), acquisitions or dispositions of supplies, inventory, merchandise or products in the ordinary course of business or of supplies, inventory, merchandise, products, properties or other assets that are obsolete, worn out, surplus or no longer used or useful in the conduct of business of the Company or its Subsidiaries; (viii) is a settlement or similar agreement with any Governmental Authority (including any corporate integrity agreement, monitoring agreement or deferred prosecution agreement) or order or consent of a Governmental Authority (including any consent decree or settlement order) to which the Company or any of its Subsidiaries is subject involving future performance by the Company or any of its Subsidiaries; (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 in excess of $1 million in the aggregate; (x) any Contract (or series of related Contracts) that obligates the Company or any of its Subsidiaries to make any capital commitment, loan or capital expenditure in an amount in excess of $1 million in the aggregate after the date of this Agreement; (xi) any customer, distributor, reseller, OEM, dealer, manufacturer’s representative, broker, sales agency, advertising agency, finder’s, manufacturing or assembly Contract that is material to the business of the Company and its Subsidiaries, taken as a whole; (xii) any Contract containing change in control provisions that would reasonably be expected to involve aggregate payments by the Company and its Subsidiaries in excess of (or a loss of revenues with an aggregate value in excess of) $1 million in connection with the consummation of the Transactions; (xiii) any Contract between the Company or any of its Subsidiaries, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary) 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, including any Contract pursuant to which the Company or any of its Subsidiaries is a party has an obligation to indemnify such officer, director, Affiliate or bound by are referred to herein as “Parent Material Contracts.”family member, but not including any Company Plans; (ixiv) any stockholders, 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, 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 Parent or any of its Subsidiaries, in each case (x) which payments after the date hereof would reasonably be expected to be more than $1 million 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 material collective bargaining agreement or other material Contract with any labor union; (xvii) any Contract (including any option agreement) to purchase or sell any interest in real property; or (xviii) 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 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 SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of 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 Parent or any of its Subsidiaries type described 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedule. (b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, clauses (i) neither Parent nor any Subsidiary of Parent through (xviii) is in breach of or default under the terms of any Parent Material Contract, (ii) no other party referred to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is herein as a valid and binding obligation of Parent or the Subsidiary of Parent that is party thereto and, to the Knowledge of Parent, of each other party thereto, and is in full force and effect, subject to the Equitable Exceptions and (iv) Parent and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Parent “Company Material Contract.”

Material Contracts. (a) All Except for this Agreement and except for Contracts filed as exhibits to the Company SEC Reports that are made available to Parent prior to the date hereof or set forth in Section 4.14 of the types referred to in clauses (i) through (v) below to which ParentCompany Disclosure Schedule, Merger Subas of the date hereof, GP Merger Sub none of the Company or any of their its Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.”any Contract that: (i) any “material contract” (as such term is defined in would be required to be filed by the Company pursuant to Item 601(b)(10) of Regulation S-K 4 of the SEC)Instructions to Exhibits to the Company’s most recently filed annual report on Form 20-F under which there are material rights or obligations outstanding; (ii) any Contract that would, individually or in the aggregate, prevent, materially delay or materially impair the Company’s ability to consummate the Transactions; (iii) is (A) expressly imposes an indenture, credit agreement, loan agreement, security agreement, guarantee, note, or mortgage, or (B) a Contract relating to Indebtedness or Encumbrance, in each case, having an outstanding amount in excess of $500,000 individually or $3,000,000 in the aggregate other than (x) intercompany agreements or (y) a Contract in respect of any material restriction on bank acceptance, cash collateralized letter of guarantees, letter of credit, pledge or deposit to secure the right or ability performance of Parent bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature provided that the aggregate outstanding amount of Indebtedness referred to in clause (y) shall not exceed $4,000,000; (iv) is a Contract pursuant to which the Company or any of its Subsidiaries was granted any land use rights; (v) involves the acquisition from another Person or disposition to compete with another Person, directly or indirectly (by merger, license, Contract or otherwise), of share capital, other equity interests or control of another Person including the acquisition of all or substantially all assets of such Person (1) which took place after December 31, 2012, or (2) contains representations, warranties, covenants, indemnities, tax sharing provisions or other obligations (including indemnification, “earn-out” (when in cash or in any other Person form of consideration) or acquire or dispose of other contingent obligations) that are still in effect and, individually, could reasonably be expected to result in payments by the securities of any other Person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of Parent Company or any of its Subsidiaries in excess of $1,000,000. As of June 30, 2013, the aggregate amount of contingent payment obligations arising out of acquisitions by the Company, determined in a material mannermanner consistent with GAAP, is approximately $36 million; (iiivi) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge prohibits the payment of dividends or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee distributions in respect of such indebtedness for borrowed money the share capital of Parent the Company or any of its wholly owned Subsidiaries, prohibits the pledging of the share capital of the Company or any of its wholly owned Subsidiaries in an amount in excess or prohibits the issuance of $25.0 million, other than such indebtedness for borrowed money among Parent and any guaranty by the Company or any of its wholly owned Subsidiaries; (ivvii) any joint venture, partnership or limited liability company is a license agreement or other similar Contract relating that is material to the formationbusiness of the Company and its Subsidiaries, creationtaken as a whole, operation, management pursuant to which the Company or control any of its Subsidiaries licenses in Intellectual Property or licenses out Intellectual Property owned by the Company or its Subsidiaries (other than license agreements for commercially available software on standard terms); (viii) (in respect of any joint venturemaster service agreement with a customer that is any of the top twenty (20) customers of the Company for the financial year ended December 31, partnership 2012, or limited liability companyany statements of work or purchase orders under such master service agreement only), other than contains provisions that prohibit the Company or any such Contract solely between Parent and of its Subsidiaries from competing in any material line of business in any material respect, grant a right of exclusivity to any Person which prevents the Company or among Parent’s Subsidiaries; or (v) its Subsidiaries from entering any Contract expressly limiting territory, market or restricting field anywhere in the ability of Parent world in any material respect, subject the Company or any of its Subsidiaries to make distributions “most favored nation,” “benchmarking” or declare “price downward adjustment” obligations, or pay dividends could require the Company or any of its Subsidiaries to transfer any of its assets or operations (including CDCs) to a third party; (ix) provides for any change of control or similar payments in respect excess of their Equity Interests. Except $3,000,000; (x) is a Contract (excluding purchase orders or statements of work) under which the actual payment or receipt of amounts by the Company or its Subsidiaries of more than $6,000,000 (other than any Contract referenced in clause (xii) below) during the first six (6) months for this Agreementthe financial year ending December 31, 2013; (xi) is a master service agreement or similar Contract (excluding purchase orders or statements of work), between the Contracts filed as exhibits to Company or any of its Subsidiaries, on the Parent SEC Documents as of the date of this Agreementone hand, and any of the top twenty (20) customers of the Company for the financial year ended December 31, 2012, on the other hand; (xii) is a joint venture contract, strategic cooperation or partnership arrangement (including cooperation or long-term agency contracts entered into at the corporate headquarters level with insurance companies), or any other agreement involving a sharing of profits, losses, costs or liabilities by the Company or any of its Subsidiaries with any third party; (xiii) is between the Company or any of its Subsidiaries, on the one hand, and any directors or executive officers of the Company or any of its Subsidiaries or their immediate family members or shareholders of the Company or any Subsidiary holding more than 5% of the voting securities of the Company or any Subsidiary, on the other hand, under which there are material rights or obligations outstanding; (xiv) involves waiver, compromise, or settlement of any Action, other than the settlement of any Action (A) in the ordinary course of business and consistent with past practice or (B) involving an amount in dispute of not more than $500,000; (xv) is between the Company or any of its Subsidiaries, on the one hand, and a Governmental Authority, on the other hand, with a transaction amount of more than $2,000,000; or (xvi) any other Contracts, whether or not made in the ordinary course of business, the absence of which would reasonably be expected to have a Material Adverse Effect. Each such Contract that constitutes a Parent Material Contract under Section 4.19(a)(iidescribed in clauses (i) through (xvi) above is referred to herein as a result of dedication or delivery point requirements in such “Material Contract, the ”; provided that Material Contracts shall not include any (x) Benefit Plans, (y) any purchase orders or statements of work and (z) any management, employment, severance, change in control, transaction bonus, consulting, repatriation or expatriation agreement or other Contract between the Company or one of its Subsidiaries and any Service Provider with respect to which the Company or one of its Subsidiaries has or may have any material liability or obligation, which Contracts are set forth dealt with exclusively in Section 4.19 of the Parent Disclosure Schedule4.10. (b) Except as would not have, individually or in the aggregate, have a Parent Company Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a legal, valid and binding obligation of Parent the Company or the Subsidiary of Parent that is its Subsidiaries party thereto and, to the Knowledge of ParentCompany’s Knowledge, of each the other party parties thereto, and is in full force and effect, each case subject to the Equitable Exceptions Bankruptcy and Equity Exception; (ivii) Parent and each neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in breach or violation of, or default under, any Material Contract and no event has performed all obligations required occurred or not occurred through the Company’s or any of its Subsidiaries’ action or inaction or, to be performed by it the Company’s Knowledge, the action or inaction of any third party, that with notice or lapse of time or both would constitute a breach or violation of, or default under, any Material Contract; and (iii) to date the Company’s Knowledge, the Company and its Subsidiaries have not received any written claim or notice of default, termination or cancellation under each Parent any such Material Contract.

Material Contracts. (a) All Contracts ‎Section 4.19(a) of the types referred to in clauses (i) through (v) below Company Disclosure Schedule sets forth a list as of the date of this Agreement of each of the following Contracts to which Parent, Merger Sub, GP Merger Sub the Company or any of their its Subsidiaries 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 of its Subsidiaries becomes a party or by which it becomes bound by are referred to herein as after the date of this Agreement, a “Parent Company Material Contracts.Contract”): (i) any “material contract” Contract pursuant to which the Company or any of its Subsidiaries incurred payment obligations or received payments in excess of $10,000,000 during the twelve (as such 12) month period ended September 30, 2019, or is expected to incur payment obligations or receive payments in excess of (A) $10,000,000 during any twelve (12) month period ending after September 30, 2019 or (B) $10,000,000 over the remaining term is defined in Item 601(b)(10) of Regulation S-K of the SEC)Contract; (ii) any Contract that (A) expressly imposes limits or purports to limit, in any material restriction on respect, the right or ability freedom of Parent the Company or any of its Subsidiaries to engage or compete in any line of business or with any other Person or acquire in any area or dispose that would so limit or purport to limit, in any material respect, the freedom of Parent, the securities 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 are binding on the business Company or any of its Subsidiaries (or, after the Effective Time, that would be binding on Parent or any of its Affiliates) or (C) otherwise limits or restricts, in any material respect, the Company or any of its Subsidiaries in a material manner(or, after the Effective Time, Parent or any of its Affiliates) from hiring or soliciting any Person for employment; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other deposit sweep agreement or instrument evidencing indebtedness for borrowed money or similar agreement; (iv) (A) any guarantee of such indebtedness for borrowed money of Parent standard form Contract pursuant to which the Company or any of its Subsidiaries provides Brokerage Services or Investment Advisory Services to any Client and (B) any material Contract (or group of Contracts that, in the aggregate, are material) pursuant to which the Company or any of its Subsidiaries provides Brokerage Services or Investment Advisory Services to any Client that is not on any such standard form and includes material deviations from any such standard form; (v) any material subadvisory agreement; (vi) any material custody or sub-custody agreement, transfer agent agreement, administrative and accounting agreement, shareholders services agreements, distribution agreement, prime brokerage or other brokerage related agreement, or similar agreement; (vii) any material Contract that provides for any referral arrangement, commission-sharing arrangement or co-marketing arrangement, including, any finder’s agreement for soliciting, distributing or promoting Investment Advisory Services or Brokerage Services by or to the Company or any of its Subsidiaries; (viii) any Contract reasonably expected to result in payments made or received by the Company and its Subsidiaries in excess of $10,000,000 in any year and for which the execution, delivery and performance by the Company of this Agreement or the consummation of any of the Transactions would require any consent or other action by any Person (including notice by the Company) thereunder, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, thereunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation (including triggering of a price adjustment, right of renegotiation or other remedy) or the loss of any benefit to which the Company or any of its Subsidiaries is entitled thereunder; (ix) promissory notes, loan agreements, indentures, evidences of indebtedness or other instruments providing for or relating to the lending of money, (A) if as borrower or guarantor, in aggregate principal amount in excess of $25.0 million15,000,000, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries(B) if as lender, in aggregate principal amount in excess of $5,000,000; (ivx) any Contract restricting the payment of dividends or the making of distributions to stockholders of the Company or the repurchase of stock or other equity of the Company; (xi) any Collective Bargaining Agreements; (xii) any material joint venture, profit-sharing, partnership or limited liability company agreement or other similar Contract agreements; (xiii) any Contracts or series of related Contracts entered into within the last three (3) years or containing any material surviving obligations relating to the formation, creation, operation, management acquisition or control disposition of the assets or securities of any joint venturePerson or any business for a price in excess of $10,000,000 (in each case, partnership whether by merger, sale of stock, sale of assets or limited liability company, other than otherwise); (xiv) any such Contract solely between Parent lease or sublease for real or personal property for which annual rental payments made by the Company and its Subsidiaries during the twelve (12) month period ended September 30, 2019 or among Parent’s Subsidiaries; orexpected to be made by the Company and its Subsidiaries during any twelve (12) month period ending after September 30, 2019 are greater than $5,000,000; (vxv) any Contract expressly limiting or restricting all material Contracts pursuant to which the ability of Parent Company or any of its Subsidiaries (A) receives or is granted any license or sublicense to, or covenant not to make distributions be sued under, any Intellectual Property (other than licenses to Software that is commercially available on non-discriminatory pricing terms) or declare (B) grants any license or pay dividends sublicense to, or covenant not to be sued under, any Intellectual Property (other than immaterial, non-exclusive licenses granted in respect the ordinary course of business); (xvi) any Contracts or other transactions with any (A) executive officer or director of the Company, (B) record or, to the knowledge of the Company, beneficial owner of five percent (5%) or more of the voting securities of the Company (including TD Bank), or (C) affiliate (as such term is defined in Rule 12b-2 promulgated under the Securities Exchange Act) or “associates” (or members of any of their Equity Interests. Except for this Agreement, the Contracts filed “immediate family”) (as exhibits to the Parent SEC Documents as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the date Securities Exchange Act) of this Agreementany such executive officer, director or beneficial owner (each of the foregoing, a “Related Party” and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in each such Contract, a “Related Party Contract”); (xvii) any other Contract required to be filed by the Material Contracts are set forth in Section 4.19 Company pursuant to Item 601(b)(10) of Regulation S-K; and (xviii) any other Contract that is material to the Parent Disclosure ScheduleCompany and its Subsidiaries, taken as a whole. (b) Except All of the Company Material Contracts are, subject to the Bankruptcy and Equity Exceptions, 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 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 (except for such Company Material Contracts that are terminated after the date of this Agreement in accordance with their respective terms; provided that if such termination is at the option of the Company or any of its Subsidiaries, such termination must be in the ordinary course of business), 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 Company Material Adverse Effect. To the knowledge of the Company, (i) neither Parent nor any Subsidiary of Parent no Person is in breach of seeking to terminate or default under challenging the terms validity or enforceability of any Parent Company Material Contract, (ii) no other party except such terminations or challenges 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 Parent Material Contractof its Subsidiaries, nor to the Knowledge knowledge of Parentthe Company, is in breach any of the other parties thereto has violated any provision of, or committed or failed to perform any act which (with or without notice, lapse of time or both) would constitute a default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that is party thereto and, to the Knowledge of Parent, of each other party theretoprovision of, and is in full force and effect, subject to neither the Equitable Exceptions and (iv) Parent and each Company nor any of its Subsidiaries has performed all obligations required to be performed by received written notice that it to date under each Parent has violated or defaulted under, any Company Material Contract, except for those violations and defaults (or potential defaults) which have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Material Contracts. (a) All Contracts For purposes of this Agreement, the types referred to in clauses (i) through (v) below to which Parent, Merger Sub, GP Merger Sub or any of their Subsidiaries is a party to or bound by are referred to herein as following shall constitute the “Parent Material Contracts.”: (A) a loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture or other binding commitment (other than those between Parent and its subsidiaries) relating to indebtedness in an amount in excess of $3 million; (B) a contract, lease or license (including any seismic license agreements) pursuant to which Parent or any of its subsidiaries paid amounts in excess of $3 million within the 12 month period prior to the date of this Agreement; for the avoidance of doubt, the foregoing does not include contracts with drilling contractors or oil and gas royalties paid in the ordinary course of business; (C) a contract that to the knowledge of Parent purports to materially limit the right of Parent or any of its affiliates to engage or compete in any line of business in which Parent or its subsidiaries is engaged or to compete with any person or operate in any location; (D) a contract that creates a partnership or joint venture or similar arrangement (other than a tax partnership) having assets reasonably valued in excess of $3 million; (E) any acquisition agreement, asset purchase or sale agreement, stock purchase or sale agreement, exploration agreement, prospect agreement, joint venture agreement, seismic acquisition agreement, area of mutual interest agreement, farmout or farmin agreement, or other similar agreement pursuant to which (i) Parent reasonably expects to incur expenditures in excess of $3 million during the period ending one year from the date of this Agreement, or (ii) any “other party may acquire or earn an interest in Parent Properties described in the Parent Reserve Reports; (F) any agreement for the sale of oil, gas or liquids from or attributable to the Parent Properties at less than market price (including any call on production at a price less than the prevailing price in the field or the applicable monthly index price, as applicable) that may not be terminated by Parent at will and without penalty on notice of sixty (60) days or less; (G) any lease by Parent or any of its subsidiaries of any real property, including office leases, under which the annual rental is in excess of $750,000; (H) any guaranty, direct or indirect, by Parent, of any obligation for borrowings of any other person, other than endorsements made for collection in the ordinary course of business, guarantees by Parent subsidiaries of Parent obligations and guarantees by Parent of Parent subsidiaries’ obligations; (I) any outsourcing agreement for the performance by third parties of administrative or professional services for or on behalf of Parent or any of the Parent subsidiaries; (J) any agreement to which any affiliate of Parent is a party that is of the type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; and (K) any agreement filed by Parent with the SEC as a material contract” (contract as such term is defined in required by Item 601(b)(10) of Regulation S-K K, any terms of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of 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 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedulewhich remain executory. (b) Except Other than as would a result of the expiration or termination of any Parent Material Contract in accordance with its terms, (i) except as has not had and is not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation on Parent and any of Parent or the Subsidiary of Parent its subsidiaries that is party thereto and, to the Knowledge of Parent, of each other a party thereto, as applicable, and is in full force and effect, subject except as the enforceability there of may be limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization and other laws of general applicability relating to or affecting the Equitable Exceptions rights or remedies of creditors and by general equitable principles (ivwhether considered in a proceeding in equity or at law), and except that any indemnity, contribution and exoneration provisions contained therein may be limited by Applicable Law and public policy, (ii) Parent and each of its Subsidiaries subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Parent Material Contract and (iii) neither Parent nor any of its subsidiaries 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 default on the part of Parent or any of its subsidiaries or their counterparties under any such Parent Material Contract.

Material Contracts. (a) All Contracts Except for contracts listed in Section 4.18(a) of the types referred Company Disclosure Letter, this Agreement, any Company Benefit Plan or contracts filed as exhibits to in clauses (i) through (v) below to which Parentthe Company SEC Documents, Merger Subas of the date of this Agreement, GP Merger Sub or neither the Company nor any of their Subsidiaries Company Subsidiary is a party to or bound by are referred to herein any contract that, as “Parent Material Contracts.”of the date hereof: (i) any “material contract” is required to be filed as an exhibit to the Company SEC Documents pursuant to Item 601(b)(2), (as such term is defined in Item 601(b)(104), (9) or (10) of Regulation S-K promulgated under the Securities Act (but for the avoidance of the SECdoubt, no Company Benefit Plan); (ii) obligates the Company or any Contract Company Subsidiary to make non-contingent aggregate annual expenditures (other than principal and/or interest payments or the deposit of other reserves with respect to debt obligations) in excess of $1,000,000 and is not cancelable within ninety (90) days without material penalty to the Company or any Company Subsidiary, except for any Company Lease or any ground lease affecting any Company Property; (iii) contains any non-compete or exclusivity provisions with respect to any line of business or geographic area that (A) expressly imposes restricts or limits in any material restriction on respect the right business of the Company or ability of any Company Subsidiary (or, that, following the Closing, would so restrict or limit in any respect Parent or any of its Subsidiaries to compete with Affiliates), or that otherwise restricts or limits, in each case, in any other Person material respect, the lines of business conducted by the Company or acquire any Company Subsidiary or dispose of the securities of geographic area in which the Company or any other Person Company Subsidiary may conduct business (or, that, following the Closing, would so restrict or (B) contains an exclusivity or “most favored nation” clause that restricts the business of limit in any respect Parent or any of its Affiliates), other than any ground lease or exclusive lease provisions and other similar leasing restrictions entered into by the Company and the Company Subsidiaries in a material mannerthe ordinary course of business; (iiiiv) is an agreement that obligates the Company or any Company Subsidiary to indemnify any past or present directors, officers, trustees, employees and agents of the Company or any Company Subsidiary pursuant to which the Company or a Company Subsidiary is the indemnitor (other than the Company Charter and Company Bylaws and the organizational documents of the Company Subsidiaries); (v) constitutes an Indebtedness obligation of the Company or any Company Subsidiary with a principal amount as of the date hereof greater than $1,000,000 other than (x) any mortgagecontract in respect of a ground lease or retail leases or obligations thereunder, note(y) surety or performance bonds, debenture, indenture, security agreement, guaranty, pledge letters of credit or other agreement similar agreements entered into in the ordinary course of business in each case to the extent not drawn upon and (z) any contract solely among or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent between the Company and its wholly owned Subsidiaries; (ivvi) (A) is an agreement entered into on or after January 1, 2021 for the disposition or the acquisition of assets or real properties (other than in connection with the expiration of a Company Lease or a ground lease affecting any Company Property or for which there are no ongoing obligations) with a fair market value in excess of $1,500,000, (B) involves any pending or contemplated merger, consolidation or similar business combination transaction, except for any Company Lease or any ground lease affecting any Company Property or (C) is an agreement for the acquisition, disposition, assignment, transfer or ground leasing (whether by merger, purchase or sale of assets or otherwise) of assets or real properties that contains any material ongoing obligations binding on the Company or any Company Subsidiary; (vii) constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a hedging or derivative transaction; (viii) is a partnership, joint venture, partnership strategic alliance, co-investment or limited liability company similar agreement with any third party or that amends, supplements or modifies the parties’ rights under any such agreement; (ix) constitutes a loan to any Person (other similar Contract relating than a wholly owned Company Subsidiary) by the Company or any Company Subsidiary (other than advances made pursuant to and expressly disclosed in Company Leases or pursuant to any disbursement agreement, development agreement, or development addendum entered into in connection with a Company Lease with respect to the formationdevelopment, creationconstruction, operationor equipping of Company Properties or the funding of improvements to Company Properties) in an amount in excess of $500,000 individually or $2,500,000 in the aggregate; (x) grants to any Person a right of first refusal or a right of first offer, management in each case, to purchase, acquire, sell or control dispose of any joint ventureCompany Property that has a fair market value of greater than $1,000,000 or (ii) grants to any Person an option to purchase, partnership acquire, sell or limited liability companydispose of any Company Property that is material to the Company, other than any such Contract solely between except in each case as set forth in Company Leases provided to Parent and its Subsidiaries or among Parent’s Subsidiariesprior to the date hereof; or (vxi) evidences (i) a capital expenditure in excess of $750,000, excluding any payment obligation budgeted for in the Company’s 2023 budget or in the budgets of the Company Joint Ventures in accordance with the organizational documents thereof or (ii) any Contract expressly limiting Lien (other than a Company Permitted Lien) on any asset or restricting property of the ability of Parent Company or any of its Subsidiaries Subsidiaries. (b) Each contract in any of the categories set forth in Section 4.18(a) to make distributions which the Company or declare any Company Subsidiary is a party or pay dividends in respect by which it is bound is referred to herein as a “Company Material Contract”. The Company has made available to Parent correct and complete copies of their Equity Interests. Except for this Agreement, the all Company Material Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication Agreement (including all material amendments or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedulesupplements thereto). (bc) Except as would not haveas, individually or in the aggregate, would not reasonably be expected to have a Parent Company Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Company Material Contract is a valid legal, valid, binding and binding obligation of Parent or enforceable on the Company and each Company Subsidiary of Parent that is a party thereto and, to the Knowledge of Parentthe Company, of each other party thereto, and is in full force and effect, subject except as may be limited by 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). Except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, the Equitable Exceptions and (iv) Parent Company and each of its Subsidiaries Company Subsidiary has performed all obligations required to be performed by it prior to the date hereof under each Parent Company Material Contract and, to the Knowledge of the Company, each other party thereto has performed all obligations required to be performed by it under such Company Material Contract prior to the date hereof. None of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, any other party thereto, is in breach or violation of, or default under, any Company Material Contract, and no event has occurred that, with notice or lapse of time or both, would constitute a violation or breach of, or default under, any Company Material Contract, except where in each case such breach, violation or default would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no disputes pending or, to the Company’s Knowledge, threatened in writing with respect to any Company Material Contract, and neither the Company nor any Company Subsidiary has received notice in writing of any violation of or default or termination under any Company Material Contract, 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) All Contracts of the types referred to in clauses (i) through (v) below to which Parent, Merger Sub, GP Merger Sub or any of their Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.” (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 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 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to Section 4.20 of the Parent SEC Documents Disclosure Letter contains a complete and correct list, as of the date of this Agreement, 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 their respective properties or assets is 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 herein as the “Parent Material Contracts”): (i) Any customer or client Contract that involves or that is reasonably likely to involve consideration in fiscal year 2015 in excess of $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 constitutes a (A) purports to materially limit either the type of business in which Parent Material Contract under Section 4.19(a)(iior 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 dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 consummation of the Transactions; (iv) 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 $2,000,000 in the twelve (12) month period following the date hereof; (v) each Contract relating to outstanding Indebtedness of Parent Disclosure Scheduleor 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 $2,000,000 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 $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 Contracts relating to Indebtedness explicitly included in the consolidated financial statements in the Parent Filings; (vi) 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; (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 relates to any swap, forward, futures, or other similar derivative transaction with a notional value in excess of $2,000,000; (xi) any material collective bargaining agreement or other material Contract with any labor union; (xii) 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 $2,000,000 or (B) impose material monitoring or reporting obligations to any other Person outside the ordinary course of business; and (xiii) 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 contract” under NI 51-102. (b) Neither Parent nor any Parent Subsidiary 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. 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, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that which is party thereto and, to the Knowledge knowledge of Parent, of each other party thereto, and is in full force and effect, except that (i) such enforcement may be subject to the Equitable Exceptions applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ivii) Parent equitable remedies of specific performance and each injunctive and other forms of its Subsidiaries has performed all obligations required equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be performed by it to date under each Parent Material Contractbrought.

Material Contracts. (a) All Contracts Except for this Agreement, Parent’s Benefit Plans and agreements filed as exhibits to the Parent SEC Documents, as of the types referred to in clauses (i) through (v) below to which date of this Agreement, none of Parent, Merger Sub, GP Merger Sub or any of their Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.”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 Parent or any of its Subsidiaries to compete with any other Person person or acquire or dispose of the securities of any other Person person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 200 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or; (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interestscapital stock, partnership interests, 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 Parent or any of its Subsidiaries in excess of $200 million; and (vii) any material lease or sublease with respect to a Parent Leased Real Property. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as All contracts of the date of this Agreement, and any Contract that constitutes a types referred to in clauses (i) through (vii) above are referred to herein as “Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure ScheduleContracts.” (b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, Contract and (iii) each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that is party thereto and, to the Knowledge knowledge of Parent, of each other party thereto, and is in full force and effect, subject to the Equitable Exceptions and (iv) Parent and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Parent Material ContractRemedies Exceptions.

Material Contracts. (a) All Contracts of the types referred to in clauses Subsections (i) through (vvii) below of Section 4.16 of the Parent Disclosure Schedule contain a list of the following types of Contracts to which Parent, Merger Sub, GP Merger Sub Parent or any of their Subsidiaries Parent Subsidiary is a party as of the date hereof (such Contracts as are required to or bound by are be set forth in Section 4.16(a) of the Parent Disclosure Schedule being referred to herein as the “Material Parent Material 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 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 Parent 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries5,000,000; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; orSubsidiary; (v) any Contract expressly limiting all Contracts that limit, or restricting purport to limit, the ability of Parent or any Parent Subsidiary to compete in any line of its Subsidiaries business or with any person or entity or in any geographic area or during any period of time; (vi) all material broker, distributor, dealer, manufacturer’s representative, franchise, agency, market research, marketing consulting and advertising Contracts to make distributions which Parent or declare any Parent 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 pay dividends in respect other amounts calculated based upon the revenues or income of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits Parent or any Parent Subsidiary or income or revenues related to the any product of Parent SEC Documents as of the date of this Agreement, and or any Contract that constitutes Parent Subsidiary to which Parent or any Parent Subsidiary is a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Scheduleparty. (b) Except as would not havereasonably 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 of Parent is in breach of or violation of, or default under under, any Material Parent Contract and, as of the terms of date hereof, neither Parent nor any Parent Subsidiary has received any claim of default under any Material Parent Contract; (iii) to Parent’s knowledge, (ii) as of the date hereof, no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or violation of, or default under under, any Material Parent Contract; and (iv) neither the terms execution of this Agreement nor the consummation of any Parent Material ContractTransactions shall constitute a default under, (iii) each Parent Material Contract is a valid and binding obligation give rise to cancellation rights under, or otherwise adversely affect any of the material rights of Parent or the any Parent Subsidiary of under any Material Parent that is party thereto and, Contract. Parent has furnished or made available to the Knowledge Company true and complete copies of Parentall Material Parent Contracts, of each other party including any amendments thereto, and is in full force and effect, subject to the Equitable Exceptions and (iv) Parent and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Parent Material Contract.

Material Contracts. (a) All Contracts Section 3.17(a) of the types referred to Company Disclosure Schedule sets forth a list (in clauses (i) through (v) below to which Parent, Merger Sub, GP Merger Sub or any of their Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.” (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 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 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents 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 Contract that constitutes a Parent Material of its Subsidiaries with any labor union; (iv) Contract under Section 4.19(a)(iiwhich 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) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 Contract of the Parent Disclosure ScheduleCompany 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 would not have, individually or disclosed in Section 3.17(b) of the aggregate, a Parent Material Adverse EffectCompany Disclosure Schedule, (i) neither Parent the Company nor any Subsidiary of Parent its Subsidiaries is, nor to the Company’s knowledge, is any other party, in breach of or material default under the terms of any Parent Material Contract, Contract and (ii) no other party 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 Parent Material Contractof 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 Knowledge 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 Parentequity. (c) Except as disclosed in Section 3.17(c) of the Company Disclosure Schedule, is in breach neither the Company nor any of its Subsidiaries has any Liabilities relating to the purchase or default under the terms sale of any Parent Material Contractbusiness, entity or assets, including under any escrow, indemnity or security agreement (iiior similar agreement). (d) each Parent Material Contract is a valid Each of the Voting Agreement and binding obligation of Parent or the Subsidiary of Parent that is party thereto and, to the Knowledge of Parent, of each other party thereto, and Contribution Agreement is in full force and effect, subject to effect and enforceable against the Equitable Exceptions parties thereto as of the date hereof and (iv) Parent shall be in full force and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Parent Material Contracteffect and enforceable against the parties thereto at the Effective Time.

Material Contracts. (a) All Contracts of Except as set forth in the types referred to in clauses (i) through (v) below to which ParentCompany Current SEC Reports, Merger Sub, GP Merger Sub or neither the Company nor any of their its Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.” (i) any “"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 any material restriction on the right or ability of Parent or any of its Subsidiaries to compete with any other Person or acquire or dispose all contracts of the securities of any other Person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of Parent or any of its Subsidiaries type described in a material manner; (iii) any mortgagethis Section 3.15 being referred to herein as "Company Material Contracts"). The Company Disclosure Schedule sets forth, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, a true and complete list of all contracts (other than those disclosed in the Company SEC Reports) to which the Company or any Contract that constitutes of its Subsidiaries is a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication party relating to the business or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 assets of the Parent Disclosure Schedule. Company or any of its Subsidiaries (bexcept, with respect to clauses (ii) Except as would not haveand (iv) below, individually any of the foregoing calling for aggregate payments of less than $50,000), including, without limitation, all written or in the aggregateoral, a Parent Material Adverse Effect, express or implied (i) neither Parent nor any Subsidiary contracts not made in the ordinary course of Parent is in breach of or default under the terms of any Parent Material Contract, business consistent with past practice; (ii) no other party to any Parent Material Contractpurchase, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, supply and customer contracts; (iii) each Parent Material Contract contracts relating to the borrowing of money or for lines of credit; (iv) contracts involving leases and subleases of real or personal property; (v) contracts for the sale of any assets other than in the ordinary course of business consistent with past practice or for the grant of any options or preferential rights to purchase any assets, property or rights; (vi) contracts granting any power of attorney with respect to the affairs of either the Company or any of its Subsidiaries; (vii) suretyship contracts, working capital maintenance or other forms of guaranty contracts; (viii) contracts limiting or restraining the Company or any of its Subsidiaries from engaging or competing in any lines of business or with any person, firm or corporation, (ix) partnership and joint venture contracts; (x) employment contracts; (xi) indentures, mortgages, notes, installment obligations, or other instruments relating to the borrowing of money in excess of $50,000 by the Company or any of its Subsidiaries; (xii) contracts which have remaining terms, as of the date of this Agreement, of over one year in length of obligation on the part of the Company or any of its Subsidiaries and provide for aggregate payments in excess of $50,000; (xiii) franchise contracts; and (xiv) all amendments, modifications, extensions or renewals of any of the foregoing. Each contract described above is a valid and binding obligation of Parent or on the Subsidiary of Parent that is party thereto and, to the Knowledge of Parent, of each other party thereto, Company and is in full force and effect, subject to and the Equitable Exceptions and (iv) Parent Company and each of its Subsidiaries has have in all material respects performed all obligations required to be performed by it them to date under each Parent Company Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violation or default under any such contract except for such violations or defaults as would not in the aggregate have a Material Adverse Effect on the Company.

Material Contracts. (a) All Contracts Except for this Agreement and purchase orders entered into in the Ordinary Course of Business that do not contain material terms other than price and quantity not contained on the underlying Contract (so long as such underlying Contract has been made available to Parent), as of the types referred to in clauses date of this Agreement, neither the Company nor any of its Subsidiaries (i) through (v) below to which Parent, including Company Holdco and Company Merger Sub, GP Merger Sub or any of their Subsidiaries ) is a party to to, or is expressly bound by are referred to herein as “Parent Material Contracts.”by, any Contract that: (i) any would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SECSecurities Act); (ii) any Contract is a Company Real Property Lease relating to real property that is material to the business of the Company and its Subsidiaries, taken as a whole; (Aiii) expressly imposes any contains material restriction restrictions on the right or ability of Parent the Company or any of its Affiliates (including, for the avoidance of doubt, Parent and its Subsidiaries from and following the Closing) to compete engage in activities competitive with any other Person or acquire to solicit customers or dispose of suppliers anywhere in the securities of any other Person or world; (Biv) contains an exclusivity or grants “most favored nation” clause that restricts status applicable to the business of Parent Company or any of its Affiliates (including, for the avoidance of doubt, Parent and its Subsidiaries in a material mannerfrom and following the Closing); (iiiv) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness provides for borrowed money or any guarantee of such indebtedness for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 companyother similar arrangement with a third party; (vi) is an indenture, credit agreement, loan agreement, note or other Contract providing for Indebtedness of the Company or any if its Subsidiaries (other than Indebtedness among the Company and/or any such Contract solely between Parent of its Subsidiaries) having an outstanding amount or notional amount (or, in the case of finance leases, the amount capitalized and its Subsidiaries or among Parent’s Subsidiaries; orreflected as a liability on the balance sheet) in excess of $5 million; (vvii) any Contract expressly limiting is a settlement, conciliation or restricting similar Contract, (A) entered into in the ability of Parent last three years, that would require the Company or any of its Subsidiaries to pay consideration of more than $5 million after the date of this Agreement or (B) that contains material restrictions on the business and operations of the Company or any of its Subsidiaries; (viii) provides for the acquisition or disposition by the Company or any of its Subsidiaries of any business (whether by merger, sale of stock, sale of assets or otherwise), or any real property, that would, in each case, reasonably be expected to result in the receipt or making by the Company or any Subsidiary of the Company of future payments in excess of $5 million; (ix) is an acquisition agreement that contains material “earn-out” or other material contingent payment obligations; (x) obligates the Company or any Subsidiary of the Company to make distributions any future capital investment or capital expenditure outside the Ordinary Course of Business and in excess of $2 million; (xi) is reasonably likely to require, during the remaining term of such Contract, annual payments to or from the Company and its Subsidiaries of more than $15 million; (xii) limits or restricts the ability of the Company or any of its Subsidiaries to declare or pay dividends or make distributions in respect of their Equity Interests. Except for this Agreementcapital stock, partner interests, membership interests or other equity interests; (xiii) contains a standstill or similar agreement pursuant to which a Person has agreed not to acquire assets or securities of another Person; (xiv) is a Contract between the Company or any of its Subsidiaries, on the one hand, and any director or officer of the Company or any Person beneficially owning five percent or more of the outstanding shares of Company Common Stock or any of their respective Affiliates, on the other hand; (xv) to which the Company or any of its Subsidiaries is a party, or by which any of them is bound, the Contracts filed as exhibits ultimate contracting party of which, is a Governmental Entity (including any subcontract with a prime contractor or other subcontractor who is a party to any such Contract); (xvi) pursuant to which: (A) the Company or any of its Subsidiaries is granted any license, covenant not to sue, release, waiver, immunity, option or other right (including co-existence or similar commitments) with respect to Intellectual Property (including data) of a third Person, where such Intellectual Property (including data) is material to the Parent SEC Documents business of the Company or any of its Subsidiaries (other than (i) non-exclusive licenses for, or other similar non-exclusive rights to, unmodified, commercially available “off-the-shelf” software that have been granted on standardized, generally available terms, for which the one-time or annual fee, as applicable, does not exceed $2,000,000, (ii) any non-exclusive license or other right that is merely incidental to the subject matter of the applicable Contract the commercial purposes of which is primarily for something other than such license or right, (iii) Contracts between or among any of the Company’s Subsidiaries or between or among the Company and any of its Subsidiaries, and (iv) non-exclusive licenses granted pursuant to any standard online or mobile customer terms of use, terms of service or similar terms of the Company or any of its Subsidiaries, such as website terms of use); (B) the Company or any of its Subsidiaries grants to another Person any license, covenant not to sue, release, waiver, immunity, option or other right with respect to any Company Intellectual Property (including data) that is material to the businesses of the Company and its Subsidiaries (other than (i) non-exclusive licenses granted to suppliers, vendors, contractors or service providers in the Ordinary Course of Business solely to the extent necessary for the purpose of their provision of goods or services to the Company or its Subsidiaries, (ii) any non-exclusive license or other similar right that is merely incidental to the subject matter of the applicable Contract the commercial purpose of which is primarily for something other than such license or right, (iii) Contracts between or among any of the Company’s Subsidiaries or between or among the Company and any of its Subsidiaries, and (iv) non-exclusive licenses granted pursuant to standard online or mobile customer terms of use, terms of service, or similar terms of the Company or any of its Subsidiaries, such as website terms of use; or (C) the Company or any of its Subsidiaries has assigned, transferred, sold, acquired, obtained or purchased, or agreed to assign, transfer, sell, acquire, obtain or purchase, any Intellectual Property (including data) that is material to the businesses of the Company and its Subsidiaries and that was executed in the three years prior to the date of this AgreementAgreement (other than Contracts with suppliers, vendors, service providers, employees and contractors entered into in the Ordinary Course of Business and Contracts solely between or among any of the Company’s Subsidiaries or solely between or among the Company and any Contract of its Subsidiaries); (xvii) evidences financial or commodity hedging or similar trading activities, including any interest rate swaps, financial derivatives master agreements or confirmations, or futures account opening agreements and/or brokerage statements or similar Contract, in each case, that constitutes a Parent Material Contract under Section 4.19(a)(ii) is material to the Company and its Subsidiaries, taken as a result whole; (xviii) is a Contract with a Company Top Customer or Company Top Supplier; or (xix) to the extent not otherwise described in clauses (i) through (xviii) of dedication this Section 3.20(a), if terminated or delivery point requirements subject to a default by any party thereto, would have or would reasonably be expected to have a Company Material Adverse Effect. Each Contract of the type described in such Contract, clauses (i) through (xix) of this Section 3.20(a) and the Material Contracts are set forth in on Section 4.19 3.20(a)(xx) of the Parent Company Disclosure ScheduleSchedules being herein referred to as a “Company Material Contract.” (b) Except as True, correct and complete copies of each Company Material Contract have been publicly filed with the SEC prior to the date of this Agreement or otherwise made available to Parent. Neither the Company nor any Subsidiary of the Company is in breach of or in default under the terms of any Company Material Contract where such breach or default would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. To the Knowledge of the Company, (i) neither Parent nor as of the date of this Agreement, no other party to any Subsidiary of Parent Company Material Contract is in breach of or in default under the terms of any Parent Company Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in Contract where such breach of or default under would reasonably be expected to have, individually or in the terms aggregate, a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of any Parent Material Contractthe date of this Agreement, (iii) each Parent Company Material Contract is a valid and binding obligation of Parent the Company or the Subsidiary of Parent the Company that is party thereto and, to the Knowledge of Parentthe Company, of each other party thereto, and is in full force and effect, subject to the Equitable Exceptions and (iv) Parent and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Parent Material ContractEnforceability Exceptions.

Material Contracts. (a) All Contracts Except for this Agreement, ETP’s Benefit Plans and agreements filed as exhibits to ETP SEC Documents, as of the types referred to in clauses (i) through (v) below to which Parentdate of this Agreement, Merger Sub, GP Merger Sub or neither ETP nor any of their its Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.”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 Parent ETP or any of its Subsidiaries to compete with any other Person person or acquire or dispose of the securities of any other Person another person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of Parent ETP 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 for borrowed money of Parent the ETP or any of its Subsidiaries in an amount in excess of $25.0 50 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (iv) any 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 ETP and its Subsidiaries, in excess of $50 million; (v) 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 Parent ETP and its Subsidiaries or among ParentETP’s Subsidiaries; or; (vvi) any Contract expressly limiting or restricting the ability of Parent the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interestscapital stock, partnership interests, membership interests or other equity interests, as the case may be; (vii) 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 ETP or any of its Subsidiaries in excess of $50 million; and (viii) any material lease or sublease with respect to an ETP Leased Real Property. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as All contracts of the date of this Agreement, and any Contract that constitutes a Parent types referred to in clauses (i) through (viii) above are referred to herein as “ETP Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure ScheduleContracts.” (b) Except as would not have, individually or in the aggregate, a Parent an ETP Material Adverse Effect, (i) neither Parent ETP nor any Subsidiary of Parent ETP is in breach of or default under the terms of any Parent ETP Material Contract, (ii) to the knowledge of ETP, no other party to any Parent ETP Material Contract, to the Knowledge of Parent, Contract is in breach of or default under the terms of any Parent ETP Material Contract, Contract and (iii) each Parent ETP Material Contract is a valid and binding obligation of Parent ETP or the Subsidiary of Parent that ETP which is party thereto and, to the Knowledge knowledge of ParentETP, of each other party thereto, and is in full force and effect, subject to the Equitable Exceptions and (iv) Parent and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Parent Material ContractRemedies Exceptions.

Material Contracts. (a) All Contracts For all purposes of and under this Agreement, a “Material Contract” shall mean any of the types referred to in clauses (i) through (v) below following to which Parent, Merger Sub, GP Merger Sub the Company or any of their its Subsidiaries is a party to or by which any assets of the Company or any of its Subsidiaries are bound by are referred to herein as “Parent Material Contracts.”of the date of this Agreement: (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 Parent 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 Parent the Company or any of its Subsidiaries in a material manner(or, after the Closing, Parent and its Subsidiaries) to operate their businesses; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge Contract relating to the disposition or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness for borrowed money of Parent acquisition by the Company or any of its Subsidiaries 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 whole; (iv) any Contract pursuant to which the Company, any of its Subsidiaries, or any 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 $25.0 millionits Subsidiaries, and (D) customary material transfer Contracts; (A) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than (x) any such indebtedness for borrowed money 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 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 than any guaranties among Parent the Company and its wholly owned Subsidiaries; (ivvi) any joint venture, partnership or limited liability company agreement or other similar Contract relating that relates to the formation, creation, operation, management or control of any joint venture, legal partnership or limited liability companyany joint venture entity pursuant to which the Company has an obligation (contingent or otherwise) to make a material investment in or material extension of credit to any Person, other or in which the Company owns more than any such Contract solely between Parent and its Subsidiaries a ten percent (10%) voting or among Parent’s Subsidiaries; oreconomic 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 Parent 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 assets that have a fair market value or purchase price of at least $1,000,000; (x) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets 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 respect such calculation); (xi) any Company IP Contracts; and (xii) any Contract, or group of their Equity Interests. Except for this AgreementContracts 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 filed as exhibits to or by which the Parent SEC Documents Company or any of its Subsidiaries is a party as of the date of this Agreement, . True and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result complete copies of dedication or delivery point requirements in all such Contract, the Material Contracts are set forth in Section 4.19 of (including all exhibits and schedules thereto, but excluding any purchase orders issued under master service agreements) have been (i) publicly filed with the Parent Disclosure ScheduleSEC or (ii) made available to Parent. (bc) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Each Material Contract is a valid and binding obligation of Parent or on the Company (and/or each such Subsidiary of Parent that is the Company party thereto thereto) and, to the Knowledge of Parentthe Company, of 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, in accordance with its terms, subject to the Equitable Exceptions Enforceability Limitations, and (iv) Parent and each neither the Company nor any of its Subsidiaries that is a party thereto, nor, to the Knowledge of the Company, any other party thereto, is in breach of, or default under, any such Material Contract, and no event has performed all obligations required occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any other party thereto, except for such failures to be performed by it in full force and effect and such breaches and defaults that would not have, individually or in the aggregate, a Company Material Adverse Effect. As of the date of this Agreement, the Company has not received notice from any other party to date under each Parent any Material Contract that such third party intends to terminate any Material Contract.

Material Contracts. (a) All Contracts Contracts, including amendments thereto, required to be filed as an exhibit to any report of the types referred Company filed pursuant to in clauses (i) through (v) below to which Parent, Merger Sub, GP Merger Sub or any the Exchange Act of their Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.” (i) any “material contract” (as such term is defined the type described in Item 601(b)(10) of Regulation S-K promulgated by the SEC have been filed, and no such Contract has been amended or modified, except 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 indebtedness for borrowed money in excess of $10 million (except for such indebtedness between the right Company and its Subsidiaries or ability between such Subsidiaries or guaranties by the Company of Parent or any indebtedness of the Company and of its Subsidiaries to compete with or by any other Person or acquire or dispose Company Subsidiary of indebtedness of the securities Company or of any other Person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of Parent or any of its Subsidiaries in a material manner;another Subsidiary); or (iii) any mortgagethat, notewhether before or after the Effective Time would bind, debentureor be applicable to the conduct of, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, (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 such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries;Contracts, as amended through the date hereof, are referred to herein as “Material Contracts”. (ivc) any joint venture, partnership or limited liability company agreement or other similar A true and correct copy of each 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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits has previously been made available to the Parent SEC Documents as of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in each such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedule. (b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation agreement of Parent or the Subsidiary of Parent that is party thereto and, to the Knowledge of Parent, of each other party all parties thereto, and is in full force and effect, subject and none of the Company, the Company Subsidiaries or Company Joint Ventures nor, to the Equitable Exceptions and (iv) Parent and each knowledge of its Subsidiaries has performed all obligations required the Company, any other party thereto is in default or breach in any respect under the terms of any such agreement, contract, plan, lease, arrangement or commitment, except for such default or breach as would not, individually or in the aggregate, reasonably be expected to be performed by it to date under each Parent have a Company Material ContractAdverse Effect.

Material Contracts. (a) All Contracts of the types referred to in clauses (i) through (v) below to which ParentAs of the date of this Agreement, Merger Sub, GP Merger Sub or neither NYBOT nor any of their its Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.”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 Parent 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 Parent 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 for borrowed money of Parent or NYBOT, any of its Subsidiaries in an amount in excess of $25.0 millionpartnership, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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, 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 Parent or other Contract that (I) purports to limit in any material respect either the 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 Parent’s Subsidiaries; or (vIV) any Contract expressly limiting prohibits or restricting limits the ability right of Parent 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 Equity Interests. Except for this Agreement, the Contracts filed as exhibits respective Intellectual Property rights; (F) any Contract to the Parent SEC Documents as 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 date other party or any of this Agreementits Affiliates; (G) any Contract providing for indemnification by NYBOT or any of its Subsidiaries of any Person, except 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 constitutes contains a Parent Material put, 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 (i) Contract under Section 4.19(a)(iior (ii) as a result group of dedication related Contracts with the same counterparty (or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 affiliates of the Parent Disclosure Schedule. (bsuch counterparty) Except as would not haveor 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 Parent NYBOT Material Adverse EffectEffect (the Contracts described in clauses (A) – (I), (i) neither Parent nor any Subsidiary of Parent is in breach of or default under together with all exhibits and schedules to such Contracts, being the terms of any Parent “Material Contract, Contracts”). (ii) no other party A copy of each Material Contract has previously been delivered to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) ICE and each Parent Material such Contract is a valid and binding obligation agreement of Parent NYBOT or one of its Subsidiaries, as the Subsidiary of Parent that is party thereto and, to the Knowledge of Parent, of each other party theretocase may be, and is in full force and effect, subject to the Equitable Exceptions and (iv) Parent and each neither NYBOT nor any of its Subsidiaries has performed all obligations required nor, to be performed by it to date the knowledge of NYBOT, any other party thereto is in default or breach in any respect under each Parent Material Contractthe terms of any such agreement, contract, plan, lease, arrangement or commitment.

Material Contracts. (a) All Contracts Section 4.08(a) of the types referred to in clauses (i) through (v) below Disclosure Schedules lists each of the following Contracts to which Parent, Merger Sub, GP Merger Sub any Asset Seller or any of their Subsidiaries the Acquired Company is a party or by which it is bound, in each case that relate primarily to the Business or bound by are referred to herein as “Parent Material Contracts.”the 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) all Contracts that provide for the indemnification of any Contract that (A) expressly imposes any material restriction on the right or ability of Parent or any of its Subsidiaries to compete with any other Person or acquire or dispose of the securities assumption of any Tax or other Person or (B) contains an exclusivity or “most favored nation” clause that restricts the business Liability of Parent 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned SubsidiariesGovernmental 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 Parent and its Subsidiaries or among Parent’s Subsidiariesof the Purchased Assets; orand (v) all collective bargaining agreements or Contracts with any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure ScheduleUnion. (b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Each Assigned Contract and GCA Material Contract is a valid and binding obligation of Parent on the Acquired Company or the Subsidiary of Parent that is party thereto andAsset Sellers, to the Knowledge of Parentas applicable, of each other party thereto, in accordance with its terms and is in full force and effect, subject 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 any intention to terminate any Assigned Contract or GCA Material Contract. To the Knowledge of Sellers, no event or 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 a termination thereof or would cause or permit the acceleration or other changes 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, amendments and supplements thereto and waivers thereunder) have been made available to Buyers. There are no material disputes pending or, to the Equitable Exceptions and (iv) Parent and each Knowledge of its Subsidiaries has performed all obligations required to be performed by it to date Sellers, threatened under each Parent any Assigned Contract or GCA Material Contract.

Material Contracts. (a) All Contracts of Except as set forth in the types referred Disclosure Letter or the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012 and as permitted pursuant to in clauses (i) through (v) below to which ParentSection 5.1 hereof, Merger Sub, GP Merger Sub or neither the Company nor any of their its Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.”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 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 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 for borrowed money of Parent Indebtedness by the Company or any of its Subsidiaries in an amount in excess of $25.0 millionUS$250,000 in the aggregate, other than including any such indebtedness for borrowed money among Parent and its wholly owned Subsidiariesagreement 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 Parent and its Subsidiaries or among Parent’s Subsidiaries; oragreement; (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 Parent 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 Equity Interests. Except control of the Company or any of its Subsidiaries, or that will have increased benefits, or accelerated vesting of benefits due to the consummation of the transactions contemplated hereby (including the Tender Offer); (vi) any 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 use of or granting any right to use or practice any rights under any Intellectual Property; (viii) any agreements pursuant to 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 AgreementSection 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 US$500,000 per year or (C) would reasonably be expected to materially delay or prevent the consummation of the Tender Offer, the Contracts filed as exhibits to Capital Contribution, the Parent SEC Documents as Restructuring or any of the date of transactions contemplated by this AgreementAgreement (the agreements, contracts and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are obligations set forth in Section 4.19 of the Parent Disclosure ScheduleCompany’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”). (b) Except 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 Parent Material Adverse Effect, (i) neither Parent . Neither the Company nor any Subsidiary of Parent is in the Company knows of, or has received written notice of, any breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contractnor, to the Knowledge knowledge of Parentthe Company, is does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach of or default under the terms of under) any Parent Material Contract, (iii) each Parent Company Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that is by any other party thereto andexcept where any such violations or defaults have not had and would not reasonably be expected to have, to individually or in the Knowledge of Parentaggregate, of each other party thereto, and is in full force and effect, subject to the Equitable Exceptions and (iv) Parent and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Parent a Material ContractAdverse Effect.

Material Contracts. (a) All Except for this Agreement, Section 4.20 of the Company Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 4.20(a) under which the Company 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 their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans (all Contracts of the types referred to type described in clauses (ithis Section 4.20(a) through (v) below to which Parent, Merger Sub, GP Merger Sub or any of their Subsidiaries is a party to or bound by are being referred to herein as the “Parent Material Contracts.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); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of 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 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating respect to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure ScheduleCompany. (b) Except as would not have, individually or in Neither the aggregate, a Parent Material Adverse Effect, (i) neither Parent Company nor any Company Subsidiary of Parent is in breach of or default under the terms of any Parent Material ContractContract where such breach or default would have or reasonably be expected to have, (ii) individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Parent Material Contract, to the Knowledge of Parent, Contract is in breach of or default (and no event has occurred or condition or circumstance exists that would, with or without notice or lapse of time, would reasonably be expected to result in a breach of default) under the terms of any Parent Material ContractContract where such breach or default would have or reasonably be expected to have, (iii) 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 Parent Material Contract is a valid and binding obligation of Parent the Company or the Company Subsidiary of Parent that which is party thereto and, to the Knowledge knowledge of Parentthe Company, of each other party thereto, enforceable against each such Person in accordance with its terms, and is in full force and effect, subject to the Equitable Exceptions and (iv) Parent and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Parent Material ContractEnforceability Limitations.

Material Contracts. (a) All Contracts Section 3.18(a) of the types referred to in clauses Disclosure Schedule lists, as of the date hereof, each Assigned Contract of the following types, other than any Benefit Plan (i) through (v) below to which Parent, Merger Sub, GP Merger Sub or any of their Subsidiaries is each a party to or bound by are referred to herein as “Parent Material Contracts.Contract”): (i) any “material contract” (as such term is defined Contract granting most-favored-nation pricing, exclusive sales, distribution, marketing or other exclusive rights, non-competition restrictions, rights of refusal, rights of first negotiation or similar rights and/or terms to any third party in Item 601(b)(10) of Regulation S-K respect of the SEC)Business, other than, for the avoidance of doubt, Contracts containing employee, contractor, service provider or similar non-solicit obligations; (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of Parent requires Seller or any of its Subsidiaries to compete with purchase from a third party a minimum quantity of goods or services or to purchase all or substantially all of a certain type of good or service from a single vendor in any other Person geographic area or acquire contains a “take or dispose of the securities of any other Person or (B) contains an exclusivity or “most favored nationpay” clause that restricts the business of Parent or any of its Subsidiaries in a material mannerprovision; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness Contract for borrowed money or any guarantee capital expenditures and requiring payments after the date of such indebtedness for borrowed money of Parent or any of its Subsidiaries in an amount this Agreement in excess of $25.0 million, other than such indebtedness for borrowed money among Parent 150,000 in the aggregate and its wholly owned Subsidiariesnot cancelable without penalty; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to guaranteeing the formation, creation, operation, management or control Liabilities of any joint ventureother Person (not including director, partnership officer or limited liability company, other than any such Contract solely between Parent and its Subsidiaries or among Parent’s Subsidiaries; oremployee indemnification obligations entered into in the ordinary course of business); (v) any Contract expressly limiting (A) under which the Business receives or restricting is granted an exclusive license (or sublicense) under any material Intellectual Property of a third party or (B) that grants to any third party any exclusive license (or sublicense) under any material Business Owned Intellectual Property or material Business In-Licensed Intellectual Property; (vi) any Contract with any Governmental Entity, university, not-for-profit or academic institution that relates to the ability development or creation of Parent any Business Owned Intellectual Property and results in such Governmental Entity, university or academic institution obtaining ownership of, a statutory license to or “march-in” rights with respect to Business Owned Intellectual Property, or a right to direct the location of manufacturing of Products; (vii) any Contract pursuant to which Seller or any of its Subsidiaries is the lessee or lessor of, or holds, uses, or makes available for use to make distributions any Person any Transferred Equipment; (viii) any Contract pursuant to which any material research or declare development activities are conducted by Seller or pay dividends in respect any of their Equity Interests. Except its Subsidiaries for this Agreementa third party; and (ix) any Contract that is not terminable at will with no more than 90 days’ prior notice by Seller or its Subsidiaries, the Contracts filed as exhibits to the Parent SEC Documents as applicable, and which expressly provides for payment or receipt by Seller or any of its Subsidiaries after the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result Agreement of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedulemore than $175,000. (b) Except as would not haveEach Material Contract is a legal, valid and binding obligation of Seller or one of its Subsidiaries, enforceable against such Person in accordance with its terms and, to Seller’s knowledge, each other party thereto, subject in all cases to the Bankruptcy and Equity Exception, except for such failures to be a legal, valid and binding obligation or enforceable that, individually or in the aggregate, would not be material to the Business. Seller has made available to Buyer a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary complete and correct copy of Parent is in breach of or default under the terms of any Parent each written Material Contract, in each case as amended, supplemented or otherwise modified through (iiand including) the date of this Agreement, but excluding any purchase orders, work orders, quality agreements, or data processing addenda incorporated therein. (c) Neither Seller nor any of its Subsidiaries is in breach, violation or (with or without notice or lapse of time or both) default under any Material Contract and, to the knowledge of Seller, no other party to any Parent Material Contractsuch agreement is in breach, violation or default thereunder, except, in each case, for any such breach, violation or default that, individually or in the aggregate, would not be material to the Knowledge of ParentBusiness, is in breach of nor has Seller or default under the terms its Subsidiaries received any written notice of any Parent Material Contractsuch breach, (iii) each Parent Material Contract is a valid and binding obligation of Parent violation or the Subsidiary of Parent that is party thereto and, to the Knowledge of Parent, of each other party thereto, and is in full force and effect, subject to the Equitable Exceptions and (iv) Parent and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Parent Material Contractdefault.

Material Contracts. (a) All Contracts Except as set forth on Schedule 3.13 of the types referred to in clauses (i) through (v) below to which ParentCompany Disclosure Letter, Merger Sub, GP Merger Sub or as of the date hereof neither the Company nor any of their Subsidiaries its subsidiaries is a party to or bound by are referred to herein as “Parent 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 written employment agreement with any employee of the SEC)Company or any of its subsidiaries providing for annual base compensation in excess of $100,000 per year; (ii) any Contract that (A) expressly imposes collective bargaining agreement with any material restriction on labor union covering the right or ability employees of Parent 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 Parent 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 for borrowed money of Parent contract that would be required to be filed by the Company or any of its Subsidiaries in subsidiaries with the Securities and Exchange Commission (the "SEC") as exhibits to an amount in excess Annual Report on Form 10-K if the Company or any of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiariessubsidiaries had securities registered under the 1934 Act; (iv) any joint ventureagreement 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 $2,000,000, partnership or limited liability company agreement or other similar Contract excluding expenditures for inventory and raw materials relating to the formation, creation, operation, management fabrication or control sale of any joint venture, partnership or limited liability company, other than any such Contract solely between Parent equipment and its Subsidiaries or among Parent’s Subsidiaries; orparts in the ordinary course of business; (v) any Contract expressly limiting indenture, mortgage, loan, credit, sale-leaseback, guarantee, or restricting other agreement under which the ability of Parent Company or any of its Subsidiaries to make distributions subsidiaries has borrowed money in excess of $2,500,000 or declare issued, or pay dividends otherwise become obligated in respect connection with, any note, bond, indenture, security interest, or other evidence of their Equity Interests. Except indebtedness for this Agreementborrowed 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 Contracts filed as exhibits to the Parent SEC Documents as ordinary course of the date of this Agreement, and business); (vi) any Contract agreement that constitutes a Parent Material Contract 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; or (vii) any other agreement not referenced in subsections (i) through (vi) of this Section 4.19(a)(ii3.13(a) as a result that creates or imposes non-competition obligations on the Company or any of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Scheduleits subsidiaries. (b) Except as would 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 Parent Company Material Adverse Effect, and are not (iwith or without the lapse of time or the giving of notice, or both) neither Parent nor any Subsidiary of Parent is in breach of or default under 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 terms of any Parent aggregate, a Company Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that is party thereto and, to the Knowledge of Parent, of each other party thereto, and is in full force and effect, subject to the Equitable Exceptions and (iv) Parent and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Parent Material ContractAdverse Effect.

Material Contracts. (a) All Contracts Section 3.16 of the types referred Seller Disclosure Schedule sets forth a true and complete list of all Contracts that are Assets or under which there is an Assumed Liability, in each case under which any party thereto has continuing Liabilities or rights, with respect to in clauses (i) through (v) below to which Parent, Merger Sub, GP Merger Sub or any of their Subsidiaries is the following (each, a party to or bound by are referred to herein as “Parent Material Contracts.Contract”): (i) (A) any Contract containing any covenant (1) prohibiting or limiting the right of Parent or any of its Affiliates to engage in any line of business or to compete with any Person in any line of business or in any market or geographic location, or (2) prohibiting Parent or any of its Affiliates from engaging in business with any Person or levying a fine, charge or other payment for doing so, or (B) any Contract otherwise qualifying as a Material Contract granting to any Person a right of first refusal, right of first offer, “material contractmost favored nation” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC)or similar arrangement; (ii) any Contract that Contracts for the acquisition or disposition by Parent or any of its Affiliates of any ownership interest in any other Person or other business enterprise (A) expressly imposes since November 1, 2014 for consideration with an aggregate value of $1,000,000 or more or (B) pursuant to which Parent or any of its Affiliates is subject to any continuing deferred purchase price, “earn out”, purchase price adjustment or non-competition payment obligations; (iii) all Contracts related to the incurrence of Indebtedness (whether incurred, assumed, guaranteed or secured by any asset), other than accounts receivables and payables in the ordinary course of business consistent with past practice; (iv) any Contract that grants to any third party an Encumbrance, other than a Permitted Encumbrance, on all or any part of any material restriction on Assets; (v) all Contracts with Material Customers or Material Suppliers; (vi) any material Contract relating to any (A) material Business Intellectual Property or IT Assets that are Purchased Assets or (B) material Intellectual Property or IT Assets used primarily in the right Business and licensed to Parent or ability its Affiliates from a third party, other than in the case of clauses (A) or (B) off-the-shelf software with annual fees of less than $500,000; (vii) all Contracts other than purchase orders made in the ordinary course of business involving the expenditure, payment or receipt by Parent or any of its Affiliates attributable to the Business during 2016 or expected in 2017 (calculated using the average expenditure, payment or receipt per month during the 2017 year to date multiplied by twelve (12)) of more than $2,000,000 in the aggregate; (viii) Contracts relating to any joint venture, partnership or similar arrangement of Parent or any of its Subsidiaries Affiliates, including any agreement to compete with share profits or losses; (ix) any other Person Contract involving a resolution or acquire or dispose of the securities settlement of any actual or threatened Action with either a value greater than $1,000,000 or other Person material ongoing requirements; (x) any obligation, such as a put or (B) contains an exclusivity or “most favored nation” clause that restricts the business of similar right, pursuant to which Parent or any of its Subsidiaries in a material mannerAffiliates could be required to purchase, redeem, or otherwise acquire an equity securities of another Person; (iiixi) any mortgageobligation to make any investment in (in the form of a loan, note, debenture, indenture, security agreement, guaranty, pledge capital contribution or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 millionotherwise, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (iv) with respect to trade accounts receivable in the ordinary course of business consistent with past practice), or provide any joint venture, partnership or limited liability company agreement or other similar Contract relating guarantee with respect to the formationobligations of, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between Parent and its Subsidiaries or among Parent’s Subsidiariesthird party; or (vxii) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries required to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as be disclosed on Section 3.24 of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Seller Disclosure Schedule. (b) Except as would not haveTrue and complete copies of all Material Contracts (other than immaterial amendments, individually supplements, exhibits or schedules thereto) have been made available to Buyer prior to the date hereof. All of the Material Contracts are valid and binding on each party thereto and are in full force and effect in accordance with their terms, except to the aggregate, a Parent Material Adverse Effect, (iextent they have previously expired or terminated in accordance with their terms and except with respect to Contracts listed on Section 3.16(a)(xii) neither Parent nor any Subsidiary of the Seller Disclosure Schedule that are terminated prior to Closing pursuant to Section 5.06. None of Parent or any of its Affiliates is (with or without notice or lapse of time, or both) in breach material violation of or material default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that is party thereto and, to the Knowledge of ParentParent and Sellers, of each there is no existing or claimed material violation or material default by any other party thereto, and is in full force and effect, subject to the Equitable Exceptions and (iv) any Material Contract. None of Parent and each or any of its Subsidiaries Affiliates has performed all obligations required to be performed by it to date under each Parent received any written notice of any actual or threatened termination, cancellation or limitation of any Material Contract.

Material Contracts. (a) All Contracts As of the types referred to date of this Agreement, except as described in clauses (ithe relevant subsection of Section 5.02(u) through (v) below to which Parent, Merger Sub, GP Merger Sub or any of their Subsidiaries the OIS Disclosure Letter neither OIS nor its subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.”by, or has rights under: (i) any “material contract” (as such term is defined Any Contract for the acquisition of or investment in Item 601(b)(10) capital equipment for an aggregate purchase price or investment value of Regulation S-K of the SEC)$500,000 or more; (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of 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 Parent 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 OIS or any of its subsidiaries or in which OIS owns more than a 5% voting or economic interest, or any interest valued at more than $500,000 without regard to percentage voting or economic interest; (iii) any Contract (other than among direct or indirect wholly owned subsidiaries of OIS) 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 $500,000; (iv) any non-competition Contract solely between Parent and or other Contract that (A) purports to limit in any material respect either the type of business in which OIS or Merger Sub or any other subsidiary of OIS (or, after the Effective Time, OIS or its Subsidiaries Subsidiaries) may engage or among Parent’s Subsidiaries; the manner or locations in which any of them may so engage in any business, (B) could require the disposition of any material assets, line of business or product line of OIS or Merger Sub or, after the Effective Time, OIS or Merger Sub, or any other subsidiary of OIS or (C) prohibits or limits the rights of OIS or Merger Sub or any other subsidiary of OIS in any material respect to make, sell or distribute any products or services, or use, transfer, license, distribute or enforce any of their respective Intellectual Property rights; (v) any Contract expressly limiting between OIS or restricting the ability of Parent Merger Sub or any other subsidiary of its Subsidiaries to make distributions OIS and any director or declare officer of OIS or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as any Person beneficially owning five percent or more of the date outstanding Shares; (vi) any Contract providing for indemnification by OIS or Merger Sub or any other subsidiary of this AgreementOIS of any Person, except for any such Contract that is (x) not material to OIS and Merger Sub or any other subsidiary of OIS and (y) entered into in the ordinary course of business; (vii) any Contract that constitutes contains a Parent Material Contract under Section 4.19(a)(ii) put, call or similar right pursuant to which OIS or Merger Sub or any other subsidiary of OIS could be required to purchase or sell, as applicable, any equity interests of any Person or assets that have a result fair market value or purchase price of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedulemore than $500,000. (bviii) Except as would not haveAny other Contract or group of related Contacts that, if terminated or subject to a default by any party thereto, would, individually or in the aggregate, a Parent be reasonably likely to have an OIS Material Adverse Effect, Effect (ithe Contracts described in clauses (v) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that is party thereto and, to the Knowledge of Parent, of each other party thereto, and is in full force and effect, subject to the Equitable Exceptions and (iv) Parent viii), together with all Exhibits and each of its Subsidiaries has performed all obligations required schedules to be performed by it to date under each Parent such Contracts, being the “OIS Material ContractContracts”.

Material Contracts. (a) All Contracts of the types referred to in clauses Except for (i) through this Agreement, (ii) contracts filed as exhibits to the RMRM SEC Documents 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) below 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 Parent, Merger Sub, GP Merger Sub RMRM or any RMRM Subsidiary is a party or by which any of them or any of their Subsidiaries is a party to or assets are bound by are referred to herein (other than RMRM Permitted Liens) which, as “Parent Material Contracts.”of the date hereof: (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 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 Parent 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 of such indebtedness for borrowed money of Parent or RMRM Subsidiary to make any of its Subsidiaries in an amount in excess of $25.0 million, non-contingent expenditures (other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiariesprincipal and/or interest payments or the deposit of other 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 venturebusiness conducted by RMRM or any RMRM Subsidiary or any geographic area in which RMRM or any RMRM Subsidiary may conduct business; (v) obligates RMRM or any RMRM Subsidiary to indemnify any past or present trustees, partnership directors, officers, employees and agents of RMRM or limited liability companyany RMRM Subsidiary pursuant to which RMRM or any RMRM Subsidiary is the indemnitor, other than any such Contract solely between Parent RMRM Governing Documents or any RMRM Subsidiary Governing Documents; (vi) evidences Indebtedness of RMRM or any 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 restrictions on the ability of RMRM or any RMRM Subsidiary to pay dividends or other distributions (other than pursuant to any RMRM Governing Documents or any RMRM Subsidiary Governing Documents); (xi) is material to RMRM and its Subsidiaries or among Parent’s Subsidiariesis with a Governmental Authority; or (vxii) constitutes a loan to any Contract expressly limiting or restricting the ability of Parent Person (other than a wholly owned RMRM Subsidiary) by RMRM or any RMRM Subsidiary. (b) Each contract in any of its Subsidiaries the categories set forth in Section 5.16(a)(i) through (xii) to make distributions which RMRM or declare any RMRM Subsidiary is a party or pay dividends in respect by which it is bound as of their Equity Interests. Except for this Agreementthe date hereof, the Contracts including any contracts filed as exhibits to the Parent RMRM SEC Documents as of prior to the date of this Agreementhereof, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) is referred to herein as a result of dedication or delivery point requirements in such “RMRM Material Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedule.” (bc) Except as would not haveas, individually or in the aggregate, a Parent has not had, and would not reasonably be expected to have, an RMRM Material Adverse Effect, : (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent RMRM Material Contract is a valid legal, valid, binding and binding obligation of Parent or the enforceable on RMRM and each RMRM Subsidiary of Parent that is a party thereto and, to the Knowledge of ParentRMRM, of each other party thereto, and is in full force and effect, subject to the Equitable Exceptions 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 (ivregardless of whether enforceability is considered in a proceeding in equity or at Law); (ii) Parent RMRM and each of its Subsidiaries RMRM Subsidiary has performed all obligations required to be performed by it prior to the date hereof under each Parent 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 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 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 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 termination under any RMRM Material Contract, and, to the Knowledge of RMRM, no party to any RMRM Material Contract has threatened to cancel any RMRM Material Contract, except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, an RMRM Material Adverse Effect.

Material Contracts. (a) All Contracts Except for this Agreement, as of the types referred to in clauses (i) through (v) below to which Parentdate of this Agreement, Merger Sub, GP Merger Sub or neither Maverick nor any of their its Subsidiaries is a party to or bound by are referred to herein as any agreement, lease, easement, license, contract, note, mortgage, indenture or other legally binding obligation (excluding any Maverick Benefit Plan) (each, a “Parent Material Contracts.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 Parent 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 Parent 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent and wholly owned Subsidiary of Maverick; (ix) relates to the acquisition or disposition of any business or assets pursuant to which Maverick or any of its Subsidiaries has any liability in excess of $50,000,000 in any transaction or among Parent’s series of related transactions; (x) is a Contract pursuant to which Maverick or any 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 individually have an ongoing cost of $10,000,000 or less per annum and (B) non-exclusive licenses entered into by Maverick or any of its Subsidiaries in the ordinary course of business); (xi) is a Contract the purpose of which is to provide for indemnification of any officer or director of (A) Maverick or (B) any of the Maverick Significant Subsidiaries; (xii) is any confidentiality agreement or standstill agreement Maverick has entered into with 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 (vxiii) any is a Contract expressly limiting or restricting with the ability 10 largest vendors of Parent or any 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 make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed herein as exhibits to the Parent SEC Documents as a “Material Contract.” As of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedule. (b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effectagreement, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that is party thereto Maverick and its Subsidiaries as applicable and, to the Knowledge knowledge of ParentMaverick, of each other party thereto, and is in full force and effecteffect and enforceable by Maverick or the applicable Subsidiary, in each case, subject to Creditors’ Rights, except as would not, individually or in the Equitable Exceptions aggregate, be reasonably likely to have a Maverick Material Adverse Effect, and (ivii) Parent and each neither Maverick nor any of its Subsidiaries has performed all obligations required Subsidiaries, nor, to be performed by it the knowledge of Maverick, any other party to date under each Parent 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 Maverick Material Adverse Effect. A copy of each Material Contract has previously been made available to Cavalier.

Material Contracts. (a) All Contracts For purposes of this Agreement, a “Material Contract” means each of the types referred to in clauses (i) through (v) below to which Parent, Merger Sub, GP Merger Sub or any of their Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.” 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 Parent 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 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 that restricts or similar provision, (D) prohibiting the business of Parent 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 may be cancelled without continuing material manner; obligations, restrictions or liabilities to the Company upon notice of thirty (iii30) days or less; (vi) any mortgageContract (A) relating to the license, note, debenture, indenture, security agreement, guaranty, pledge disposition or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness for borrowed money of Parent acquisition by the Company or any of its Subsidiaries in an of a material amount in excess of $25.0 million, assets other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; in the ordinary course of business or (ivB) any joint venture, partnership or limited liability company agreement or other similar Contract relating pursuant to which the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent 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 make distributions jointly market any product, technology or declare service; (ix) any material Contract pursuant to which the Company or pay dividends 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 their Equity Interests. Except the Company or any of its Subsidiaries that may not be cancelled without material liability to the Company upon notice of thirty (30) days or less; (xvi) any Contract that provides for this Agreementpayment obligations by the Company or any of its Subsidiaries of $100,000 or more in any individual case and is not disclosed pursuant to clauses (i) through (xv) above; and (xvii) any Contract, the termination or breach of which would be reasonably expected to have a Company Material Adverse Effect and is not disclosed pursuant to clauses (i) through (xv) above. Other than Material Contracts filed as exhibits an exhibit to the Parent SEC Documents as Company Reports, Section 5.1(t) of the date Company Disclosure Letter contains a complete and accurate list of this Agreementall 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 any Contract identifies each subsection of Section 5.1(t) that constitutes a describes such Material Contract. The Company has delivered or made available to Parent complete and correct copies of each such Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, . To the Material Contracts are set forth in Section 4.19 knowledge of the Parent Disclosure Schedule. (b) Except as would not haveCompany, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of Parent or on the Company (and/or each such Subsidiary of Parent that is party thereto andthe Company, to as the Knowledge of Parent, of each other party thereto, case may be) and is in full force and effect, subject and neither the Company nor any of its Subsidiaries party thereto, nor, to the Equitable Exceptions knowledge of the Company, any other party thereto, is in breach of, or default under, in any material respect, any such Material Contract, and (iv) Parent and each 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 performed all obligations required received any written notice or other communication regarding any actual or alleged violation or breach of or default under, or intention to be performed by it to date under each Parent 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. (a) All Contracts Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents, as of the types referred to in clauses (i) through (v) below to which Parentdate of this Agreement, Merger Sub, GP Merger Sub or neither the Company nor any of their its Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.”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 Parent 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 person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of Parent 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 for borrowed money of Parent the Company or any of its Subsidiaries Subsidiaries, in an amount in excess of $25.0 25 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent the Company and its Subsidiaries or among Parentthe Company’s Subsidiaries; or; (v) any Contract expressly limiting or restricting the ability of Parent the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this 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; (vii) any Labor Agreement; (viii) any Contract that is a settlement, conciliation or similar agreement with any Governmental Entity and pursuant to which the Contracts filed as exhibits to the Parent SEC Documents as Company or any of its Subsidiaries will have a material outstanding obligation after the date of this Agreement, and ; (ix) any Contract that constitutes 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 $50 million; (x) any Contract that involves a Parent Material take or pay amount of at least $25 million; (xi) the Company Real Property Leases; (xii) any Contract under Section 4.19(a)(iipursuant 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 result 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 dedication or delivery point requirements in such Contract, its Subsidiaries that is material to the Material Contracts are set forth in Section 4.19 business of the Parent Disclosure ScheduleCompany 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 Parent Company Material Adverse Effect, : (i) neither Parent the Company nor any Subsidiary of Parent the Company that is a party thereto is in breach of or default under the terms of any Parent Company Material Contract, ; (ii) to the Company’s knowledge, no other party to any Parent Company Material Contract, to the Knowledge of Parent, Contract is in breach of or default under the terms of any Parent 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 Material Contract; and (iii) each Parent Company Material Contract is a valid and binding obligation of Parent the Company or the Subsidiary of Parent the Company that is party thereto and, to the Knowledge of ParentCompany’s knowledge, of each other party thereto, and is in full force and effect, subject to the Equitable Exceptions and Remedies Exceptions. A copy of each Company Material Contract has previously been made available to Sodium (iv) Parent and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Parent Material Contractincluding via the Company SEC Documents).

Material Contracts. (a) All Contracts of the types referred to in clauses (i) through (v) below to which ParentExcept for this Agreement, Merger Subas of the date of this Agreement, GP Merger Sub none of the Company or any of their its Subsidiaries is a party to or bound by are referred to herein as any Company Contracts (each such Company Contract, a “Parent Material Contracts.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 (I) containing covenants binding upon the Company or its Subsidiaries that 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 compete in any business or geographic area or which grant “most favored nation” status that, following the Merger or the Bank Merger, would apply to Parent or any of its Subsidiaries; (II) that could require the disposition of any material restriction on assets or line of business of the Company or its Subsidiaries or, after the Effective Time, Parent or any of its Subsidiaries; or (III) that prohibits or limits the right or ability of Parent the Company or any of its Subsidiaries to compete with sell or distribute any other Person products or acquire or dispose of the securities of any other Person or services; (B) contains an exclusivity involving commitments to others to make capital expenditures or “most favored nation” clause that restricts capital asset purchases or capital asset sales; (C) relating to any 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 undertakings on which others rely in extending credit), or 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 of Parent consistent with past practice, and any equipment lease agreements involving payments to or by the Company or any of its Subsidiaries in a material mannerexcess of $75,000 over the remaining term; (iiiD) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness provides for borrowed money or any guarantee of such indebtedness for borrowed money of Parent payments to be made by the Company or any of its Subsidiaries upon a change in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiariescontrol thereof; (ivE) 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 Affiliate of the Company, (ii) any current or 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 or partnership, limited liability company agreement or other similar Contract relating agreement or arrangement, or to the formation, creation, creation or operation, management or control of any joint venture, partnership or limited liability company, other than joint venture with any such Contract solely between Parent and its Subsidiaries or among Parent’s Subsidiaries; orthird parties; (vL) any Contract expressly limiting involves performance of services or restricting delivery of goods or materials to, or expenditures by, the ability of Parent Company or any of its Subsidiaries to make distributions of an amount or declare or pay dividends value in respect excess of their Equity Interests. Except for this Agreement$100,000 over its remaining term, other than loans, funding arrangements, OREO-related arrangements and other transactions made in the Contracts filed as exhibits ordinary course of the banking business; (M) relating to the Parent SEC Documents as 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 date acquisition or sale of this Agreement, and any Contract other real estate owned); (N) otherwise not entered into in the ordinary course of business or that constitutes a Parent Material Contract under Section 4.19(a)(iiis material to the Company or its financial condition or results of operations. (ii) as a result Each of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedule. (b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of Parent on the Company or its Subsidiaries, as the Subsidiary of Parent that is party thereto case may be and, to the Knowledge of Parentthe Company, of each other party thereto, and is in full force and effect, subject 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 Equitable Exceptions and (iv) Parent and each of 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 performed all obligations required to 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 performed by it to date under each Parent expected to, individually or in the aggregate, result in a Material ContractAdverse Effect.

Material Contracts. (a) All Except for this Agreement, Contracts filed as exhibits to the Company SEC Documents or as set forth in Section 3.20 of the types referred to in clauses (i) through (v) below to which ParentCompany Disclosure Schedule, Merger Subas of the date of this Agreement, GP Merger Sub or neither the Company nor any of their its Subsidiaries is a party to any of the following Contracts which are currently in force or bound by are referred to herein as “Parent Material Contracts.”under which the Company has continuing liabilities or obligations: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act or that would be required to be disclosed under Item 404 of Regulation S-K under the SECSecurities Act); (ii) any Contract between 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 of any Subsidiary of the Company) or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 2b-2 and Rule 6a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Subsidiary of the Company has an obligation to indemnify such officer, director, affiliate or family member, but not including any Company Benefit Plans; (iii) any Contract that (A) expressly imposes any material restriction on the right or ability of Parent the Company or any of its Subsidiaries to compete (or that following the Effective Time will restrict the ability of Parent and its Subsidiaries (other than the Company and its Subsidiaries) to compete) with any other Person person in any line of business, therapeutic area or geographic region or that contains any standstill or similar agreement pursuant to which the Company or its Subsidiaries has agreed not to acquire or dispose of the securities of another person; (iv) any Contract that obligates the Company or any of its Subsidiaries (or following the Effective Time, obligates Parent or its Subsidiaries (other Person than the Company and its Subsidiaries)) to conduct business with any third party on a preferential or (B) exclusive basis or which contains an exclusivity or “most favored nation” clause or similar covenants; (v) any material licensing agreement (other than commercial agreements which include licenses for the use of trademarks of the Company or any of its Subsidiaries) that restricts contains indemnities or other obligation including “earnout” or other contingent payment obligations that would reasonably be expected to result in the business receipt or making of Parent future payments in excess of $250,000 in the twelve (12)-month period following the date hereof; (vi) any Company Collective Bargaining Agreement to which the Company or a Company Subsidiary is a party; (vii) 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 for borrowed money of Parent or any of its Subsidiaries in having an outstanding principal amount in excess of $25.0 million250,000; (viii) any Contract that grants any right of first refusal, other than such indebtedness for borrowed money among Parent and right of first offer or similar right to a third party (including stockholders of the Company) with respect to any material assets, rights or properties of the Company or its wholly owned Subsidiaries; (ivix) any Contract that provides for the acquisition or disposition of any assets (other than acquisitions or dispositions of assets in the ordinary course of business) or 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 or any of its Subsidiaries; (x) other than arrangements entered into in the ordinary course of business, (A) 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 Parent the Company and its Subsidiaries or among Parentthe Company’s Subsidiaries; or, and (B) any strategic alliance, collaboration, co-promotion or research and development project Contract, which, in the case of clause (B), is material to the Company and its Subsidiaries, taken as a whole; (vxi) any Contract expressly limiting or restricting the ability of Parent the Company or any of its Subsidiaries to (A) make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreementcapital stock, partnership interests, membership interests or other equity interests, as the Contracts filed as exhibits case may be, (B) make loans to the Company or any of its Subsidiaries, (C) pledge capital stock or other equity interests of the Company or prohibits the issuance of any guarantee or (D) grant liens on the property of the Company or any of its Subsidiaries; (xii) any Contract that obligates the Company or any of its Subsidiaries to make any loans, advances or capital contributions to any person in excess of $250,000 individually or $1,000,000 in the aggregate in the next twelve (12) months; (xiii) any settlement agreement (A) involving more than $50,000 or (B) not entered into in the ordinary course of business, in each case with a former employee of the Company or any of its Subsidiaries or an independent contractor in connection with the cessation of such employee’s or independent contractor’s employment; (xiv) any Contract that requires the Company, or any successor, to, or acquirer of the Company, to make any payment to another Person as a result of a change of control of the Company or gives another Person a right to receive or elect to receive payment from the Company in the event of a change of control of the Company; (xv) any Contract that requires or may require (A) any severance, termination, tax gross-up or similar payment in excess of $250,000, (B) any bonus, deferred compensation or similar payment in excess of $250,000 or (C) granting or accelerating the vesting of, or otherwise modify, any equity award agreement other than accelerated vesting under the Company Stock Plans; and (xvi) any Contract (A) granting the Company or any of its Subsidiaries any right to use any (1) Intellectual Property directly relating to the Company Products or (2) material Intellectual Property (other than Intellectual Property covered by clause (A)(1)), in each case, other than licenses in respect of commercially available software, (B) pursuant to which the Company or one of its Subsidiaries grants any third person the right to use (except pursuant to material transfer agreements), enforce or register any (1) Intellectual Property directly related to the Company Products, or (2) material Intellectual Property (other than Intellectual Property covered by clause (B)(1)), in each case that is owned by the Company or any of its Subsidiaries, including any license agreements, coexistence agreements and covenants not to ▇▇▇ or (C) restricting the right of the Company or its Subsidiaries to use, register, transfer, license, distribute or enforce any material Intellectual Property that is owned by the Company or any of its Subsidiaries. All contracts of the types referred to in clauses (i) through (xvii) above (whether or not set forth on Section 3.20 of the Company Disclosure Schedule) are referred to herein as “Company Material Contracts.” The Company has made available to Parent SEC Documents prior to the date of this Agreement a complete and correct copy of each Company Material Contract as of in effect on the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedule. (b) Except as would not have, individually or in Neither the aggregate, a Parent Material Adverse Effect, (i) neither Parent Company nor any Subsidiary of Parent the Company is in material breach of or default under the terms of any Parent Company Material ContractContract and, (ii) to the knowledge of the Company, no other party to any Parent Company Material Contract, to the Knowledge of Parent, Contract is in material breach of or default under the terms of any Parent Company Material Contract, (iii) each Parent . Each Company Material Contract is a valid and binding obligation of Parent the Company or the Subsidiary of Parent the Company that is party thereto and, to the Knowledge knowledge of Parentthe Company, of each other party thereto, and is in full force and effect, subject to the Equitable Exceptions and (iv) Parent and each Enforceability Exceptions. There are no material disputes pending or, to the knowledge of the Company, threatened with respect to any Company Material Contract. Neither the Company nor any of its Subsidiaries has performed all obligations required received any written notice of the intention of any other party to be performed by it any Company Material Contract to date under each Parent terminate for default, convenience or otherwise any Company Material Contract.

Material Contracts. (a) All Contracts Schedule 5.18(a) of the types referred to Parent Disclosure Letter, together with the lists of exhibits contained in clauses the Parent SEC Documents, sets forth a true and complete list (i) through (v) below but excluding any Parent Plan), as of the entry into this Agreement, of the following contracts to which Parent, Merger Sub, GP Merger Sub Parent or any of their its Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.”party: (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 Parent or any of its Subsidiaries to compete with any other Person that would, on or acquire after the Closing Date, prohibit or dispose of the securities of any other Person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of 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 for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (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 Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting restrict the ability of Parent or any of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to make distributions or declare or 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 respect of their Equity Interests. Except for this Agreementany business or with any person or in any geographic area or distribution or sales channel, the Contracts filed as exhibits 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 SEC Documents and its Subsidiaries, taken as a whole; (iv) each contract that (A) provides for material exclusive rights for the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Parent or any of 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 of any material penalty; (v) each contract with a remaining term of more than one year from the date hereof that could require Parent or any 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 restrictive provisions) by Parent or its Subsidiaries on less than 90 days’ notice without payment by Parent or any of its Subsidiaries 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; (vii) 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 Contract that constitutes 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 Parent Material Contract under Section 4.19(a)(iinotional 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 result hedging activity in the Ordinary Course consistent with Parent’s past practice and internal policy guidelines; (xi) any joint venture, partnership or similar organizational contract involving a sharing of dedication profits or delivery point requirements 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 the applicable joint venture or the assets thereof) other than any contract entered into in such Contractthe Ordinary Course which would not reasonably be expected to 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 the Material Contracts are set forth in Section 4.19 of the Ordinary Course which would not reasonably be expected to be material to Parent Disclosure Scheduleand its Subsidiaries, taken as a whole). (b) 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 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 in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid legal, valid, binding and binding obligation enforceable in accordance with its terms on Parent and each of Parent or the Subsidiary of Parent its Subsidiaries that is a party thereto and, to the Knowledge knowledge of Parent, of each other party thereto, and is in full force and effect, subject 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 Equitable Exceptions knowledge of Parent, is any other party to any such Parent Contract in breach or default thereunder, and (iv) 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 each neither Parent nor any of its Subsidiaries has performed all obligations required 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 performed by it expected to date under each have, individually or in the aggregate, a Parent Material ContractAdverse Effect.